Celcuity (CELC) 10-Q/A 11 Aug 20 2020 Q2 Quarterly report (amended) Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2020	Aug. 03, 2020
Cover [Abstract]
Entity Registrant Name	CELCUITY INC.
Entity Central Index Key	0001603454
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2020
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		10,289,253
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38207
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	82-2863566
Entity Address Address Line 1	16305 36th Avenue North
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55446
City Area Code	763
Local Phone Number	392-0767
Entity Address Address Line 2	Suite 100
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	CELC
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Amendment Description	Explanatory Note  Celcuity Inc. (the “Company) is filing this Amendment No. 1 (the “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which was originally filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2020 (the “Original Filing”), solely for the purpose of including the Inline XBRL on the Cover Page and in Part I, Item 1 “Financial Statements,” to file Exhibits 101 and 104, which reflect the Inline XBRL, to add inadvertently omitted hyperlinks to the Exhibit Index, and to file the correct version of Exhibit 10.3. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes currently dated certifications from the Company’s principal executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.   For ease of reference, the Company has included the full text of the Original Filing herein, but except as described above, no other changes have been made to the Original Filing.  The Original Filing continues to speak of the dates described in the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates.  Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the Commission subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment.

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 15,430,559	$ 18,735,002
Deposits	22,009	22,009
Deferred transaction costs	0	28,743
Payroll tax receivable	190,000	190,000
Prepaid assets	232,648	274,600
Total current assets	15,875,216	19,250,354
Property and equipment, net	706,219	833,463
Operating lease right-of-use assets	121,015	196,983
Total Assets	16,702,450	20,280,800
Current Liabilities:
Accounts payable	81,048	142,773
Finance lease liabilities	5,789	5,769
Operating lease liabilities	131,538	178,466
Accrued expenses	610,508	584,319
Total current liabilities	828,883	911,327
Finance lease liabilities	11,209	14,109
Operating lease liabilities	0	57,793
Total Liabilities	840,092	983,229
Stockholders' Equity:
Preferred stock, $0.001 par value: 2,500,000 shares authorized; 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019	0	0
Common stock, $0.001 par value: 25,000,000 shares authorized; 10,289,253 and 10,253,988 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	10,289	10,254
Additional paid-in capital	37,148,459	36,134,723
Accumulated deficit	(21,296,390)	(16,847,406)
Total Stockholders' Equity	15,862,358	19,297,571
Total Liabilities and Stockholders' Equity	$ 16,702,450	$ 20,280,800

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Condensed Balance Sheets
Preferred stock, par or stated value per share	$ 0.001	$ 0.001
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	$ 0.001	$ 0.001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	10,289,253	10,253,988
Common stock, shares outstanding	10,289,253	10,253,988

Condensed Statements of Operati

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Operating expenses:
Research and development	$ 1,766,227	$ 1,469,731	$ 3,613,641	$ 3,060,689
General and administrative	447,714	371,988	911,113	755,533
Total operating expenses	2,213,941	1,841,719	4,524,754	3,816,222
Loss from operations	(2,213,941)	(1,841,719)	(4,524,754)	(3,816,222)
Other income (expense)
Interest expense	(31)	(41)	(64)	(85)
Interest income	11,983	121,583	75,834	250,221
Other income, net	11,952	121,542	75,770	250,136
Net loss before income taxes	(2,201,989)	(1,720,177)	(4,448,984)	(3,566,086)
Income tax benefits	0	0	0	0
Net loss	$ (2,201,989)	$ (1,720,177)	$ (4,448,984)	$ (3,566,086)
Net loss per share, basic and diluted	$ (0.21)	$ (0.17)	$ (0.43)	$ (0.35)
Weighted average common shares outstanding, basic and diluted	10,260,234	10,213,455	10,257,111	10,206,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2018		10,186,382
Balance, amount at Dec. 31, 2018	$ 25,349,611	$ 10,186	$ 34,827,467	$ (9,488,042)
Stock-based compensation, amount	184,645	0	184,645	0
Net loss	(1,845,908)	$ 0	0	(1,845,908)
Exercise of common stock options, shares		22,733
Exercise of common stock options, amount	174,957	$ 23	174,934	0
Balance, shares at Mar. 31, 2019		10,209,115
Balance, amount at Mar. 31, 2019	23,863,305	$ 10,209	35,187,046	(11,333,950)
Balance, shares at Dec. 31, 2018		10,186,382
Balance, amount at Dec. 31, 2018	25,349,611	$ 10,186	34,827,467	(9,488,042)
Net loss	(3,566,086)
Balance, shares at Jun. 30, 2019		10,220,316
Balance, amount at Jun. 30, 2019	22,393,439	$ 10,220	35,437,346	(13,054,127)
Balance, shares at Mar. 31, 2019		10,209,115
Balance, amount at Mar. 31, 2019	23,863,305	$ 10,209	35,187,046	(11,333,950)
Stock-based compensation, amount	192,246	0	192,246	0
Net loss	(1,720,177)	0	0	(1,720,177)
Exercise of common stock options, amount	0	$ 0	0	0
Employee stock purchases, shares		6,876
Employee stock purchases, amount	58,065	$ 7	58,058	0
Exercise of common stock options, net of shares withheld for exercise price, shares		4,325
Exercise of common stock options, net of shares withheld for exercise price, amount	0	$ 4	(4)	0
Balance, shares at Jun. 30, 2019		10,220,316
Balance, amount at Jun. 30, 2019	22,393,439	$ 10,220	35,437,346	(13,054,127)
Balance, shares at Dec. 31, 2019		10,253,988
Balance, amount at Dec. 31, 2019	19,297,571	$ 10,254	36,134,723	(16,847,406)
Stock-based compensation, amount	464,649	0	464,649	0
Net loss	(2,246,995)	$ 0	0	(2,246,995)
Balance, shares at Mar. 31, 2020		10,253,988
Balance, amount at Mar. 31, 2020	17,515,225	$ 10,254	36,599,372	(19,094,401)
Balance, shares at Dec. 31, 2019		10,253,988
Balance, amount at Dec. 31, 2019	19,297,571	$ 10,254	36,134,723	(16,847,406)
Net loss	(4,448,984)
Balance, shares at Jun. 30, 2020		10,289,253
Balance, amount at Jun. 30, 2020	15,862,358	$ 10,289	37,148,459	(21,296,390)
Balance, shares at Mar. 31, 2020		10,253,988
Balance, amount at Mar. 31, 2020	17,515,225	$ 10,254	36,599,372	(19,094,401)
Stock-based compensation, shares		15,686
Stock-based compensation, amount	423,193	$ 16	423,177	0
Net loss	(2,201,989)	$ 0	0	(2,201,989)
Employee stock purchases, shares		4,678
Employee stock purchases, amount	23,897	$ 4	23,893	0
Issuance of shares of common stock in an at-the-market ("ATM") offering, shares		14,901
Issuance of shares of common stock in an at-the-market ("ATM") offering, amount	154,142	$ 15	154,127	0
Issuance costs associated with ATM offering	(52,110)	$ 0	(52,110)	0
Balance, shares at Jun. 30, 2020		10,289,253
Balance, amount at Jun. 30, 2020	$ 15,862,358	$ 10,289	$ 37,148,459	$ (21,296,390)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net loss	$ (4,448,984)	$ (3,566,086)
Adjustments to reconcile net loss to net cash used for operations:
Depreciation	191,134	159,338
Stock-based compensation	887,842	376,891
Non-cash interest income, net of cash received	0	11,001
Changes in operating assets and liabilities:
Prepaid assets and deposits	41,952	84,408
Accounts payable	(59,025)	44,755
Accrued expenses	26,189	84,278
Non-cash operating lease, net	(28,754)	(11,538)
Net cash used for operating activities	(3,389,646)	(2,816,953)
Cash flows from investing activities:
Proceeds from sale of investments	0	1,745,000
Purchases of property and equipment	(66,589)	183,828
Net cash provided by (used for) investing activities	(66,589)	1,561,172
Cash flows from financing activities:
Proceeds from exercise of employee stock options	0	174,957
Proceeds from employee stock purchases	23,897	58,065
Gross proceeds from an ATM offering	154,142	0
Payments for secondary registration statement costs	(23,367)	(1,300)
Payments for finance leases	(2,880)	(2,860)
Net cash provided by financing activities	151,792	228,862
Net change in cash and cash equivalents	(3,304,443)	(1,026,919)
Cash and cash equivalents:
Beginning of period	18,735,002	15,944,609
End of period	15,430,559	14,917,690
Supplemental disclosures of non-cash investing and financing activities:
Property and equipment included in accounts payable	$ 0	$ 2,005

Organization

Organization	6 Months Ended
	Jun. 30, 2020
Organization
Note 1. Organization	1. Organization Nature of Business Celcuity Inc., a Delaware corporation (the “Company”), is a clinical stage biotechnology company translating discoveries of new cancer sub-types into pioneering companion diagnostics and expanded therapeutic options for cancer patients. The Company’s proprietary CELsignia diagnostic platform analyzes living tumor cells to untangle the complexity of the cellular activity driving a patient’s cancer. This allows Celcuity to discover new cancer sub-types molecular diagnostics cannot detect. Celcuity is driven to improve outcomes for patients and to transform how pharmaceutical companies define the patient populations for their targeted therapies.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	6 Months Ended
	Jun. 30, 2020
Summary of Significant Accounting Policies
Note 2. Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2019 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Accounting Estimates Management uses estimates and assumptions in preparing these unaudited condensed 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 and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs. 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. 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 includes 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. 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. 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	6 Months Ended
	Jun. 30, 2020
Net Loss Per Common Share
Note 3. Net Loss Per Common Share	3. Net Loss Per Common Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same. For the three and six months ended June 30, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 723,194 and 406,518 shares of common stock, respectively, warrants to purchase 353,585 and 353,980 shares of common stock, respectively, and 15,686 and 0 shares of restricted common stock, respectively.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2020
Commitments
Note 4. Commitments	4. 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 it has not been 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 they are reasonably certain of exercise, the Company includes the renewal period in its lease term. On July 28, 2020, the Company signed an amendment to exercise the option to extend the lease for a period of one year. The commencement of the extended period is May 1, 2021 and will terminate on April 30, 2022. 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 June 30, 2020: Operating Lease Right-of-use assets $ 121,015 Operating lease liability $ 131,538 Less: short term portion (131,538 ) Long term portion $ 0 Finance Lease Furniture and equipment $ 28,932 Less: Accumulated depreciation (12,055 ) Net book value of property and equipment under finance lease $ 16,877 Finance lease liability $ 16,998 Less: short term portion (5,789 ) Long term portion $ 11,209 Maturity analysis under lease agreements consisted of the following as of June 30, 2020: Operating Leases Finance Leases 2020 $ 81,176 $ 3,627 2021 64,940 7,255 2022 - 7,255 2023 - 3,022 Total minimum lease payments 146,116 21,159 Less: Present value discount (14,578 ) (177 ) Less amount representing services - (3,984 ) Present value of net minimum lease payments $ 131,538 $ 16,998 Weighted Average Remaining Lease Term Discount Rate Operating lease 0.8 years 5.5% Finance lease 2.9 years 1.0% Lease costs for the period ended June 30, 2020: Three-month Period Six-month Period Operating lease cost $ 41,063 $ 82,126 Finance lease cost: Amortization 1,447 2,893 Interest 31 65 Variable lease cost 20,300 44,665 $ 62,841 $ 129,749 Supplemental cash flow information related to leases for the period ended June 30, 2020: Three-month Period Six-month Period Cash paid for amounts included in operating and finance leases: Operating cash outflow from operating leases $ 69,005 $ 163,595 Operating cash outflow from finance leases 31 65 Financing cash outflow from finance leases 1,441 2,880 $ 70,477 $ 166,540 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	6 Months Ended
	Jun. 30, 2020
Stockholders' Equity
Note 5. Stockholders' Equity	5. Stockholders’ Equity On June 5, 2020, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley FBR, Inc. (the “Agent”). Pursuant to the ATM Agreement, the Company may offer and sell from time to time, at its option, shares of common stock having an aggregate offering price of up to $10,000,000, par value $0.001 per share (the “Placement Shares”), through the Agent. The Placement Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-227466), which was originally filed with the SEC on September 21, 2018 and declared effective by the SEC on October 4, 2018, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed on June 5, 2020. Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the three and six months ended June 30, 2020, the Company sold 14,901 shares of common stock pursuant to the ATM Agreement, at an average selling price of $10.34 per share.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2020
Stock-Based Compensation
Note 6. Stock-Based Compensation	6. Stock-Based Compensation The following table summarizes the activity for all stock options outstanding for the six months ended June 30: 2020 2019 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at beginning of year 585,215 $ 14.37 478,503 $ 9.73 Granted 151,231 7.14 30,216 22.42 Exercised - - (28,170 ) 7.10 Forfeited (13,252 ) 11.54 (74,031 ) 10.39 Balance at June 30 723,194 $ 9.71 406,518 $ 10.73 Options exercisable at June 30: 305,778 $ 9.68 267,739 $ 7.64 Weighted Average Grant Date Fair Value for options granted during the period: $ 4.55 $ 14.94 The following table summarizes additional information about stock options outstanding and exercisable at June 30, 2020: 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 723,194 8.11 $ 9.71 $ 787,728 305,778 $ 9.68 $ 301,117 The Company recognized stock-based compensation expense for stock options of $414,272 and $174,871 for the three months ended June 30, 2020 and 2019, respectively, and $864,937 and $337,700 for the six months ended June 30, 2020 and 2019, respectively. In May 2020, the Company modified the exercise price on 203,750 stock option awards to $5.10, the closing market price on the Nasdaq Capital Market on May 14, 2020. No director or officer awards were modified. The effect on stock-based compensation for the three and six months ended June 30, 2020 was approximately $51,000. The effect on stock-based compensation over the remaining service period will be approximately $168,000. 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 six months ended June 30: 2020 2019 Risk-free interest rate 0.35% - 1.66% 1.82% - 2.47% Expected volatility 73.3% - 74.4% 78.1% - 80.0% Expected life (years) 5.5 to 6.12 5.5 to 6.08 Expected dividend yield 0% 0% The inputs for the Black-Scholes valuation model require management’s significant assumptions. Prior to the Company’s initial public offering, 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 initial public offering, 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 is based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility is 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 non-employee 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 the agreements would also be cancelled. Restricted stock awards were granted to two members of the Company’s board during the three months ended June 30, 2020. The Company had 15,686 and 0 shares of restricted stock outstanding as of June 30, 2020 and 2019, respectively, and 0 and 2,571 shares of restricted stock vested during the three months ended June 30, 2020 and 2019. The Company recognized stock-based compensation expense for restricted stock of $10,912 and $4,260 for the three months ended June 30, 2020 and 2019, respectively, and $10,912 and $17,047 for the six months ended June 30, 2020 and 2019, respectively. The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Stock Incentive Plan (the “2017 Plan”). The number of shares reserved for issuance was automatically increased by 102,540 shares on January 1, 2020 and will increase automatically on January 1 of each of 2021 through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company 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 total remaining shares available for grant under the Company’s 2017 Plan as of June 30, 2020 is 325,677. Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows: 2020 $ 794,868 2021 1,187,562 2022 929,554 2023 576,648 2024 105,954 Total estimated compensation cost to be recognized $ 3,594,586 The Company recognized stock-based compensation expense related to its employee stock purchase plan of ($1,991) and $13,115 for the three months ended June 30, 2020 and 2019, respectively and $11,993 and $22,144 for the six months ended June 30, 2020 and 2019, respectively. The Company initially reserved a total of 100,000 shares for issuance under the employee stock purchase plan. The number of shares reserved for issuance was automatically increased by 51,270 shares on January 1, 2020 and will increase automatically on each subsequent January 1 by the number of shares equal to 0.5% of the total outstanding number of shares of Company 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 total remaining shares available for issuance under the employee stock purchase plan as of June 30, 2020 is 119,956. The Company recognized total stock-based compensation expense as follows for the three and six months ended June 30: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock-based compensation expense in operating expenses: Research and development $ 265,446 $ 101,303 $ 558,562 $ 201,560 General and administrative 157,747 90,943 329,280 175,331 Total $ 423,193 $ 192,246 $ 887,842 $ 376,891

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2020
Summary of Significant Accounting Policies
Basis of Presentation	The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2019 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.
Accounting Estimates	Management uses estimates and assumptions in preparing these unaudited condensed 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 and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.
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.
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 includes 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.
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.
Recently Adopted Accounting Pronouncements	Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842),

Commitments (Tables)

Commitments (Tables)	6 Months Ended
	Jun. 30, 2020
Commitments
Schedule of supplemental balance sheet information related to leases	Operating Lease Right-of-use assets $ 121,015 Operating lease liability $ 131,538 Less: short term portion (131,538 ) Long term portion $ 0 Finance Lease Furniture and equipment $ 28,932 Less: Accumulated depreciation (12,055 ) Net book value of property and equipment under finance lease $ 16,877 Finance lease liability $ 16,998 Less: short term portion (5,789 ) Long term portion $ 11,209
Schedule of maturity analysis under lease agreements	Operating Leases Finance Leases 2020 $ 81,176 $ 3,627 2021 64,940 7,255 2022 - 7,255 2023 - 3,022 Total minimum lease payments 146,116 21,159 Less: Present value discount (14,578 ) (177 ) Less amount representing services - (3,984 ) Present value of net minimum lease payments $ 131,538 $ 16,998
Schedule of weighted average discount rate	Weighted Average Remaining Lease Term Discount Rate Operating lease 0.8 years 5.5% Finance lease 2.9 years 1.0%
Schedule of lease costs for the period	Three-month Period Six-month Period Operating lease cost $ 41,063 $ 82,126 Finance lease cost: Amortization 1,447 2,893 Interest 31 65 Variable lease cost 20,300 44,665 $ 62,841 $ 129,749
Schedule of supplemental cash flow information related to leases	Three-month Period Six-month Period Cash paid for amounts included in operating and finance leases: Operating cash outflow from operating leases $ 69,005 $ 163,595 Operating cash outflow from finance leases 31 65 Financing cash outflow from finance leases 1,441 2,880 $ 70,477 $ 166,540

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2020
Stock-Based Compensation
Schedule of activity for all stock options outstanding	2020 2019 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at beginning of year 585,215 $ 14.37 478,503 $ 9.73 Granted 151,231 7.14 30,216 22.42 Exercised - - (28,170 ) 7.10 Forfeited (13,252 ) 11.54 (74,031 ) 10.39 Balance at June 30 723,194 $ 9.71 406,518 $ 10.73 Options exercisable at June 30: 305,778 $ 9.68 267,739 $ 7.64 Weighted Average Grant Date Fair Value for options granted during the period: $ 4.55 $ 14.94
Schedule of 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 723,194 8.11 $ 9.71 $ 787,728 305,778 $ 9.68 $ 301,117
Schedule of fair value of equity-based awards	2020 2019 Risk-free interest rate 0.35% - 1.66% 1.82% - 2.47% Expected volatility 73.3% - 74.4% 78.1% - 80.0% Expected life (years) 5.5 to 6.12 5.5 to 6.08 Expected dividend yield 0% 0%
Schedule of unrecognized compensation cost	2020 $ 794,868 2021 1,187,562 2022 929,554 2023 576,648 2024 105,954 Total estimated compensation cost to be recognized $ 3,594,586
Schedule of stock-based compensation expense	Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock-based compensation expense in operating expenses: Research and development $ 265,446 $ 101,303 $ 558,562 $ 201,560 General and administrative 157,747 90,943 329,280 175,331 Total $ 423,193 $ 192,246 $ 887,842 $ 376,891

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jan. 01, 2019
Summary of Significant Accounting Policies
Operating lease, right-of-use asset	$ 121,015	$ 196,983	$ 356,539
Operating lease liabilities	$ 131,538	$ 178,466	404,931
Eliminated deferred rent			63,875
Prepaid rent			$ 15,483

Net Loss Per Common Share (Deta

Net Loss Per Common Share (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Employee Stock Option
Antidilutive securities excluded from computation of earnings per share	723,194	406,518	723,194	406,518
Warrants to Purchase
Antidilutive securities excluded from computation of earnings per share		353,980	353,585	353,980
Restricted Stock
Antidilutive securities excluded from computation of earnings per share	15,686		15,686	0

Commitments (Details)

Commitments (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jan. 01, 2019
Operating Lease
Right-of-use asset	$ 121,015	$ 196,983	$ 356,539
Operating lease liabilities, Long term portion	0	57,793
Finance Lease
Finance lease liability, Long term portion	11,209	$ 14,109
Supplemental balance sheet information [Member]
Operating Lease
Right-of-use asset	121,015
Operating lease liability	131,538
Less: short term portion	(131,538)
Operating lease liabilities, Long term portion	0
Finance Lease
Furniture and equipment	28,932
Less: accumulated depreciation	12,055
Net book value of property and equipment under finance lease	16,877
Finance lease liability	16,998
Less: short term portion	(5,789)
Finance lease liability, Long term portion	$ 11,209

Commitments (Details 1)

Commitments (Details 1)	Jun. 30, 2020USD ($)
Operating Leases [Member]
2020	$ 81,176
2021	64,940
2022	0
2023	0
Total minimum lease payments	146,116
Less: present value discount	(14,578)
Less amount representing services	0
Present value of net minimum lease payments	131,538
Finance Leases [Member]
2020	3,627
2021	7,255
2022	7,255
2023	3,022
Total minimum capital lease payments	21,159
Less: present value discount	177
Less amount representing services	(3,984)
Present value of net minimum lease payments	$ 16,998

Commitments (Details 2)

Commitments (Details 2)	Jun. 30, 2020
Commitments
Operating lease, weighted average remaining lease term	9 months 18 days
Operating lease, weighted average discount rate, percent	55.00%
Finance lease, weighted average remaining lease term	2 years 10 months 24 days
Finance lease, weighted average discount rate, percent	10.00%

Commitments (Details 3)

Commitments (Details 3) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Commitments
Operating lease cost	$ 41,063	$ 82,126
Finance lease cost:
Amortization	1,447	2,893
Interest	31	65
Variable lease cost	20,300	44,665
Total lease cost	$ 62,841	$ 129,749

Commitments (Details 4)

Commitments (Details 4) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Cash paid for amounts included in operating and finance leases:
Operating cash outflow from operating leases	$ 69,005	$ 163,595
Operating cash outflow from finance leases	31	65
Financing cash outflow from finance leases	1,441	2,880
Total cash paid for amounts included in operating and finance leases	$ 70,477	$ 166,540

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2020
Payments to acquire in process research and development	$ 50,000	$ 200,000	$ 350,000
Payments to acquire in process research and development to a biopharmaceutical company	$ 70,000
October 2018 [Member]
Maximum estimated future payment				$ 112,000
May 2017 [Member]
Maximum estimated future payment				$ 2,690,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Jun. 05, 2020	Dec. 31, 2019
Common stock par value	$ 0.001	$ 0.001		$ 0.001
ATM Agreement [Member] | Placement Shares [Member]
Aggregate offering price, common stock shares			$ 10,000,000
Common stock par value			$ 0.001
Sale of stock number of shares issued in transaction	14,901	14,901
Average selling price per share	$ 10.34	$ 10.34

StockBased Compensation (Detail

StockBased Compensation (Details) - Employee Stock Option - $ / shares	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Shares options outstanding, beginning	585,215	478,503
Shares, granted	151,231	30,216
Shares, exercised		(28,170)
shares, forfeited	(13,252)	(74,031)
Shares options outstanding, ending	723,194	406,518
Shares, options exercisable	305,778	267,739
Weighted average exercise price, beginning	$ 14.37	$ 9.73
Weighted average exercise price, granted	7.14	22.42
Weighted average exercise price, exercised	0	7.10
Weighted average exercise price, forfeited	11.54	10.39
Weighted average exercise price, ending	9.71	10.73
Weighted average exercise price, options exercisable	9.68	7.64
Weighted average grant date fair value for options granted during the period:	$ 4.55	$ 14.94

StockBased Compensation (Deta_2

StockBased Compensation (Details 1) - Employee Stock Option - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Shares, options outstanding, beginning	723,194
Options outstanding, weighted average remaining contractual life	8 years 1 month 9 days
Weighted average exercise price, options outstanding, beginning	$ 9.71
Options outstanding, aggregate intrinsic value	$ 787,728
Options exercisable	305,778	267,739
Options exercisable, weighted average exercise price	$ 9.68	$ 7.64
Options exercisable, aggregate intrinsic value	$ 301,117

StockBased Compensation (Deta_3

StockBased Compensation (Details 2)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Maximum
Expected volatility	744.00%	800.00%
Risk-free interest rate	1.66%	2.47%
Expected life (years)	6 years 1 month 13 days	6 years 29 days
Minimum
Expected volatility	733.00%	781.00%
Risk-free interest rate	0.35%	1.82%
Expected life (years)	5 years 6 months	5 years 6 months
Employee Stock Option
Expected dividend yield	0.00%	0.00%

StockBased Compensation (Deta_4

StockBased Compensation (Details 3)	Jun. 30, 2020USD ($)
Stock-Based Compensation
2020	$ 794,868
2021	1,187,562
2022	929,554
2023	576,648
2024	105,954
Total estimated compensation cost to be recognized	$ 3,594,586

StockBased Compensation (Deta_5

StockBased Compensation (Details 4) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Stock-based compensation	$ 423,193	$ 192,246	$ 887,842	$ 376,891
General And Administrative Expense
Stock-based compensation	157,747	90,943	329,280	175,331
Research And Development Expense
Stock-based compensation	$ 265,446	$ 101,303	$ 558,562	$ 201,560

StockBased Compensation (Deta_6

StockBased Compensation (Details Narrative) - USD ($)	May 14, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Shares available for grant under the 2017 Plan		325,677		325,677
Stock based compensation		$ 423,193	$ 192,246	$ 887,842	$ 376,891
Employee Stock Purchase Plan [Member]
Remaining shares available for issuance		119,956		119,956
Common stock shares reserved for future issuance		100,000		100,000
Common stock shares reserved description				The number of shares reserved for issuance was automatically increased by 51,270 shares on January 1, 2020 and will increase automatically on each subsequent January 1 by the number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31
Expense Stock Options [Member]
Stock based compensation		$ 51,000		$ 51,000
Future expenses				168,000
Employee Stock Option
Stock based compensation		1,991	13,115	11,993	22,144
Restricted Stock Units (RSUs) [Member]
Stock based compensation		$ 10,912	$ 4,260	$ 10,912	$ 17,047
Restricted stock vested				0	2,571
Restricted stock outstanding		15,686	0	15,686	0
2017 Stock Incentive Plan
Stock based compensation		$ 414,272	$ 174,871	$ 864,937	$ 337,700
Common stock shares reserved for future issuance		750,000		750,000
Common stock shares reserved description				The number of shares reserved for issuance was automatically increased by 102,540 shares on January 1, 2020 and will increase automatically on January 1 of each of 2021 through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31.
Stock option awards shares modified	203,750
Exercise price	$ 5.10