Entero Therapeutics (ENTO) 10-K 31 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	AzurRx BioPharma, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Central Index Key	1,604,191
Current Fiscal Year End Date	--12-31
Enity Public Float			$ 28,331,285
Entity Common Stock, Shares Outstanding		9,631,088
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets:
Cash	$ 1,773,525	$ 581,668
Marketable securities	0	56,850
Other receivables	961,038	1,074,858
Prepaid expenses	229,411	353,984
Total Current Assets	2,963,974	2,067,360
Property, equipment, and leasehold improvements, net	151,622	176,319
Other Assets:
In process research & development, net	301,531	345,678
License agreements, net	1,534,487	2,238,105
Goodwill	1,767,550	1,832,579
Deposits	34,678	25,641
Total Other Assets	3,638,246	4,442,003
Total Assets	6,753,842	6,685,682
Current Liabilities:
Accounts payable and accrued expenses	1,471,280	781,985
Accounts payable and accrued expenses - related party	707,181	636,753
Notes payable	155,187	0
Convertible promissory notes	0	135,000
Convertible debt	0	6,442,372
Warrant liability	0	818,216
Interest payable	7,192	1,186
Total Current Liabilities	2,340,840	8,815,512
Contingent consideration	1,200,000	1,500,000
Total Liabilities	3,540,840	10,315,512
Stockholders' Deficit:
Convertible preferred stock - Par value $0.0001 per share; 10,000,000 shares authorized and 0 shares outstanding as of December 31, 2016 and 1,000,000 shares authorized and 71 shares outstanding as of December 31, 2015; liquidation preference approximates par value at December 31, 2016 and 2015	0	3,479,000
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized and 9,631,088 shares outstanding as of December 31, 2016 and 9,000,000 shares authorized and 4,296,979 shares outstanding as of December 31, 2015	963	430
Additional paid in capital	27,560,960	2,532,188
Accumulated deficit	(22,887,046)	(8,295,384)
Accumulated other comprehensive loss	(1,461,875)	(1,346,064)
Total Stockholders' Equity (Deficit)	3,213,002	(3,629,830)
Total Liabilities and Stockholders' Equity (Deficit)	$ 6,753,842	$ 6,685,682

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	10,000,000	10,000,000
Preferred stock shares, outstanding	0	71
Common stock shares, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	100,000,000	100,000,000
Common stock shares, outstanding	9,631,088	4,296,979

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Research and development expenses	$ 2,496,105	$ 1,398,056
General & administrative expenses	4,129,053	3,330,752
Fair value adjustment, contingent consideration	(300,000)	0
Loss from operations	(6,325,158)	(4,728,808)
Other:
Interest expense	(5,937,486)	(1,587,533)
Fair value adjustment, warrants	(2,329,018)	386,103
Other income	0	2
Total other	(8,266,504)	(1,201,428)
Loss before income taxes	(14,591,662)	(5,930,236)
Income taxes	0	0
Net loss	(14,591,662)	(5,930,236)
Other comprehensive income (loss):
Foreign currency translation adjustment	(115,811)	(596,619)
Total comprehensive loss	$ (14,707,473)	$ (6,526,855)
Basic and diluted weighted average shares outstanding	6,504,789	3,627,133
Loss per share - basic and diluted	$ (2.24)	$ (1.63)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning Balance, Shares at Dec. 31, 2014	100	3,584,321
Beginning Balance, Amount at Dec. 31, 2014	$ 4,900,000	$ 358	$ 859,133	$ (2,365,148)	$ (749,445)	$ 2,644,898
Common stock issued, Shares		5,242
Common stock issued, Amount		$ 1	33,789			33,790
Preferred stock converted into common stock, Shares	(29)	707,416
Preferred stock converted into common stock, Amount	$ (1,421,000)	$ 71	1,420,929
Warrants issued to investment bankers			218,337			218,337
Foreign currency translation adjustment					(596,619)	(596,619)
Net loss				(5,930,236)		(5,930,236)
Ending Balance, Shares at Dec. 31, 2015	71	4,296,979
Ending Balance, Amount at Dec. 31, 2015	$ 3,479,000	$ 430	2,532,188	(8,295,384)	(1,346,064)	(3,629,830)
Common stock issued, Shares		960,000
Common stock issued, Amount		$ 96	3,505,978			3,506,074
Preferred stock converted into common stock, Shares	(71)	1,731,949
Preferred stock converted into common stock, Amount	$ (3,479,000)	$ 173	3,478,827
Convertible debt converted into common stock, Shares		2,642,160
Convertible debt converted into common stock, Amount		$ 264	9,828,572			9,828,836
Restricted stock granted to employees/directors			603,750			603,750
Warrants issued to investment bankers			55,097			55,097
Warrants issued to convertible debt holders for lockup provisions			2,741,003			2,741,003
Warrant liability reclassified into additional paid in capital at IPO			3,670,680			3,670,680
Beneficial conversion feature on convertible debt issuances			1,144,865			1,144,865
Foreign currency translation adjustment					(115,811)	(115,811)
Net loss				(14,591,662)		(14,591,662)
Ending Balance, Shares at Dec. 31, 2016	0	9,631,088
Ending Balance, Amount at Dec. 31, 2016	$ 0	$ 963	$ 27,560,960	$ (22,887,046)	$ (1,461,875)	$ 3,213,002

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (14,591,662)	$ (5,930,236)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	44,305	41,784
Amortization	690,195	691,815
Fair value adjustment, warrants	2,329,018	(386,103)
Fair value adjustment, contingent consideration	(300,000)	0
Restricted stock granted to employees/directors	603,750	0
Warrants issued to placement agents	55,097	218,337
Warrants issued for lockup provisions	2,741,003	0
Interest expense settled with issuances of common stock	0	33,790
Accreted interest on convertible debt	1,160,267	749,262
Convertible debt beneficial conversion feature	1,144,865	0
Accreted interest on debt discount - warrants	883,429	812,415
Changes in assets and liabilities, net of effects of acquisition:
Other receivables	132,038	(638,092)
Prepaid expenses	(229,411)	0
Deposits	(9,524)	(6,900)
Accounts payable and accrued expenses	805,765	251,608
Interest payable	6,006	(7,934)
Net cash used in operating activities	(4,534,859)	(4,170,254)
Cash flows from investing activities:
Purchase of property and equipment	(12,355)	(24,380)
Net cash used in investing activities	(12,355)	(24,380)
Cash flows from financing activities:
Proceeds from sale of stock - IPO	5,280,000	0
Payments of offering costs - IPO	(1,420,107)	(340,524)
Proceeds of notes payable	232,000	0
Repayments of notes payable	(76,813)	0
Issuances of convertible promissory notes	0	445,000
Repayments of convertible promissory notes	0	(701,000)
Issuances of convertible debt	2,094,000	5,395,000
Repayments of convertible debt	(362,786)	(117,647)
Net cash provided by financing activities	5,746,294	4,680,829
Increase in cash	1,199,080	486,195
Effect of exchange rate changes on cash	(7,223)	637
Cash, beginning balance	581,668	94,836
Cash, ending balance	1,773,525	581,668
Supplemental disclosures of cash flow information:
Cash paid for interest	1,393	0
Cash paid for taxes	0	0
Non-cash investing and financing activities:
Issuance of 5,242 shares of common stock as payment of interest on convertible promissory notes	0	33,790
Conversion of preferred shares into common shares by Protea	3,479,000	1,421,000
Conversion of convertible promissory notes into convertible debt	135,000	0
Conversion of convertible debt into common stock	9,828,836	0
Warrant liability reclassified into additional paid in capital at IPO	$ 3,670,680	$ 0

The Company and Basis of Presen

The Company and Basis of Presentation	12 Months Ended
	Dec. 31, 2016
Disclosure Text Block [Abstract]
The Company and Basis of Presentation	The Company AzurRx BioPharma, Inc. (“AzurRx” or “Parent”) was incorporated on January 30, 2014 in the State of Delaware. In June 2014, the Company acquired 100% of the issued and outstanding capital stock of AzurRx BioPharma SAS, formerly ProteaBio Europe SAS (“Predecessor”), a company incorporated in October 2008 under the laws of France that had been a wholly-owned subsidiary of Protea Biosciences, Inc., or Protea Sub, in turn a wholly-owned subsidiary of Protea Biosciences Group, Inc., a publicly-traded company. AzurRx and its wholly-owned subsidiary, AzurRx Europe SAS, are collectively referred to as the “Company.” AzurRx, through its AzurRx Europe SAS subsidiary, is engaged in the research and development of non-systemic biologics for the treatment of patients with gastrointestinal disorders. Non-systemic biologics are non-absorbable drugs that act locally without reaching the systemic circulation, i.e. the intestinal lumen, skin or mucosa. The Company’s current product pipeline consists of two therapeutic proteins under development: ● MS1819 - a recombinant (synthetic) lipase, an enzyme derived from a specialized yeast, which breaks apart fats. Lipases are required to treat patients whose pancreases don’t work anymore in a condition known as exocrine pancreatic insufficiency (EPI) which usually arises from chronic pancreatitis (CP) or cystic fibrosis (CF). ● AZ1101- a recombinant (synthetic) enzyme which is being developed to prevent hospital-acquired infections which come from resistant bacterial strains caused by parenteral (intra-venous) administration of b-lactam antibiotics, as well as prevention of antibiotic-associated diarrhea (AAD). Initial Public Offering On October 11, 2016 (the “IPO Date”), the Company completed an Initial Public Offering (“IPO”) of 960,000 shares of common stock at a price of $5.50 per share and received gross proceeds of $5,280,000. The Company incurred total expenses of approximately $1,774,000 in connection with the IPO, resulting in net offering proceeds of approximately $3,506,000. Concurrent with the IPO, (i) the Company issued 2,642,160 shares of common stock upon the mandatory conversion of the convertible debt that results in a beneficial conversion feature resulting in interest expense of approximately $1,108,000 and the elimination of the convertible debt and warrant liability, (ii) the Company issued 717,540 warrants with a five-year term to certain Original Issued Discounted (“OID”) noteholders in exchange for their agreement not to sell their shares for 6 months following the IPO with a strike price at the IPO price with an estimated value of approximately $2,741,000 which was charged to interest expense, and (iii) the grant of 48,000 warrants with a five-year term to the underwriters at 120% of the IPO price with an estimated value of approximately $197,000 that had no effect on expenses or stockholders’ equity. On November 18, 2016, the Company retired $362,786 of OID convertible debt and accreted interest not mandatorily converted at the time of the IPO that decreases cash and current liabilities by $362,786. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements for the years ended December 31, 2016 and 2015 include the accounts of AzurRx and its wholly-owned subsidiary, AzurRx Europe SAS. Intercompany transactions and balances have been eliminated upon consolidation. The accompanying consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception, had working capital at December 31, 2016 of approximately $623,000 and had an accumulated deficit at December 31, 2016 of approximately $22,887,000. The Company believes that its cash on hand will sustain its operations until July 2017. The Company is dependent on obtaining, and continues to pursue, the necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue their operations. Without adequate funding, the Company may not be able to meet its obligations. Management believes these conditions raise substantial doubt about its ability to continue as a going concern through March 2018. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies
Significant Accounting Policies	Use of Estimates The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including goodwill, intangible assets and contingent consideration), and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and, at December 31, 2015, available for sale marketable securities. The Company primarily maintains its cash balances with financial institutions in federally-insured accounts in the U.S. The Company may from time to time have cash in banks in excess of FDIC insurance limits. At December 31, 2016 and 2015, the Company had approximately $1,279,000 and $56,000, respectively, in one account in the U.S. in excess of these limits. The Company has not experienced any losses to date resulting from this practice. The Company also has exposure to currency risk as its subsidiary in France has a functional currency in Euros. At December 31, 2015, the Company’s investments in Marketable Securities were comprised of a single investment in a publicly traded stock received as payment from an investor for his $150,000 investment in the Company's Original Issue Convertible Debt. The investor agreed to make up any shortfall from sales of these securities while any gain is for the account of the Company. As of December 31, 2015, the market value of these Marketable Securities was $56,850 and an associated Other Receivables of $93,150 was recorded. On July 28, 2016, the investor paid $150,000 in cash and the securities were returned to the investor. Prepaid Expenses At December 31, 2015, Prepaid Expenses consisted of direct costs of the IPO Offering which were then offset against the proceeds from the IPO. Property, Equipment, and Leasehold Improvements Property, equipment and leasehold improvements are carried on the cost basis and depreciated over the estimated useful lives of the related assets using the straight-line method. For financial statement purposes, depreciation expense is provided using the straight-line method over the estimated useful lives of the assets as follows: Laboratory Equipment 5 years Computer Equipment 5 years Office Equipment 7-8 years Leasehold Improvements Term of lease or estimated useful life of the assets; whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. At December 31, 2016 and 2015, there are no restrictions on the Company’s title of property, equipment, and leasehold improvements and no amounts have been pledged as security for liabilities. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. The Company has not recognized any impairment charges through December 31, 2016. Intangible assets subject to amortization consist of in process research and development and license agreements reported at the fair value at date of the acquisition less accumulated amortization. Amortization expense is provided using the straight-line method over the estimated useful lives of the assets as follows: In Process Research & Development 12 years License Agreements 5 years Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of compensation of employees and consultants that perform the Company’s research activities, the fees paid to maintain the Company’s licenses, and the payments to third parties for clinical trial and additional product development and testing. Fair Value Measurements The Company follows Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820”), which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. At December 31, 2015, the Company had Level 2 instruments consisting of marketable securities of common stock in a thinly-traded public company received as payment from an investor for $150,000 of the Company’s original issue discounted convertible notes, see Notes 3 and 11. At December 31, 2015, the Company had Level 3 instruments consisting of the Company’s common stock warrant liability related to the Company’s convertible debt, see Note 11. At December 31, 2016 and 2015, the Company had Level 3 instruments consisting of contingent consideration in connection with the Protea Europe SAS acquisition, see Note 7. The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities approximate fair value due to their short maturities. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 As of December 31, 2016: Marketable Securities $ - $ - $ - $ - Warrant Liability $ - $ - $ - $ - Contingent Consideration $ 1,200,000 $ - $ - $ 1,200,000 As of December 31, 2015: Marketable Securities $ 56,850 $ - $ 56,850 $ - Warrant Liability $ 818,216 $ - $ - $ 818,216 Contingent Consideration $ 1,500,000 $ - $ - $ 1,500,000 The following table provides a reconciliation of the fair value of liabilities using Level 3 significant unobservable inputs: Warrant Contingent Liability Consideration Balance at January 1, 2015 $ 146,376 $ 1,500,000 Issuance of warrants 1,057,943 - Change in fair value (386,103 ) - Balance at December 31, 2015 818,216 1,500,000 Issuance of warrants 523,446 - Change in fair value 2,329,018 (300,000 ) Reclassified to equity at IPO Date (3,670,680 ) Balance at December 31, 2016 $ - $ 1,200,000 The warrant liability above relates to the Company’s original issued discounted convertible notes, see Note 11 below. The fair values of the outstanding warrants were measured using a Binomial Option Pricing model. Inputs used to determine estimated fair value of the warrant liabilities reclassified to equity at the IPO Date and warrant liabilities at December 31, 2015 include the estimated fair value of the underlying stock at the valuation date ($5.50 and $2.16, respectively), the estimated term in years of the warrants (ranging from 3.87 to 4.58 years and 4.90 years, respectively), risk-free interest rate (1.24% and 1.72%, respectively), expected dividends (zero and zero, respectively) and the expected volatility (90% and 98%, respectively) of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities are the fair value of the underlying stock at the valuation date and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The contingent consideration was valued by incorporating a series of Black-Scholes Option Pricing Models (“BSM”) into a discounted cash flow framework. Significant unobservable inputs used in this calculation at December 31, 2016 and 2015 included projected net sales over a period of patent exclusivity (8 years and 9 years, respectively), discounted by the Company’s weighted average cost of capital (30.2% and 33.7%, respectively), the contractual hurdle amount of $100 million that replaces the strike price input in the traditional BSM, asset volatility (71% and 90%, respectively), that replaces the equity volatility in the traditional BSM, risk-free rates (ranging from 1.6% to 2.4% and 1.5% to 2.7%, respectively), and an option-adjusted spread (1.3% and 0.5%, respectively) that is applied to these payments to account for the payer’s risk and arrive at a fair value of the expected payment. The fair value of the Company's other receivables, notes payable, convertible debt, and convertible promissory notes are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value As of December 31, 2016: Other Receivables $ 961,038 $ - $ - $ 961,038 $ 961,038 Notes Payable $ 155,187 $ - $ - $ 155,187 $ 155,187 Convertible Debt $ - $ - $ - $ - $ - Convertible Promissory Notes $ - $ - $ - $ - $ - As of December 31, 2015: Other Receivables $ 1,074,858 $ - $ - $ 1,074,858 $ 1,074,858 Convertible Debt $ 6,442,372 $ - $ - $ 6,442,372 $ 6,442,372 Convertible Promissory Notes $ 135,000 $ - $ - $ 135,000 $ 135,000 The fair value of Other Receivables approximates carrying value as these consist primarily of French R&D tax credits that are normally received within 9 months of year end and amounts due from collaboration partner Mayoly, see Note 15. The fair value of Notes Payable, Convertible Debt, and Convertible Promissory Notes approximates carrying value due to the terms of such instruments and applicable interest rates. Stock-Based Compensation The Company’s board of directors and stockholders have adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan which took effect on May 12, 2014. Although the Company did not grant any stock options under the Plan during the years ended December 31, 2016 and 2015, the Company will account for its stock-based compensation awards to employees and directors in accordance with ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the board of directors for their services on the board of directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period. The Company will account for any stock-based payments to non-employees in accordance with ASC Topic 505-50, Equity-Based Payments to Non-Employees ("ASC 505-50"). Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2016 and 2015, the Company does not have any significant uncertain tax positions. All tax years are still open for audit. Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges through December 31, 2016. Foreign Currency Translation For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars, which is the functional currency, at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity (deficit). Collaboration Agreements As more fully discussed in Note 15, the Company has joint research collaboration agreements with Laboratoires Mayoly Spindler SAS and INRA TRANSFERT. Any payments due from our collaboration partners is recorded as a reduction in research and development expenses. Operating Leases The Company recognizes rent expense from operating leases with various escalation clauses on a straight-line basis over the applicable lease term. The Company considers lease renewals in the useful life of its leasehold improvements when such renewals are reasonably assured. Subsequent Events The Company considered events or transactions occurring after the balance sheet date but prior to the date the consolidated financial statements are available to be issued for potential recognition or disclosure in its consolidated financial statements. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) which simplifies several aspects of the accounting for share based payments, including the income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and deficiencies will be recognized as income tax expense or benefit in the income statement. Additionally, excess tax benefits will be classified as an operating activity on the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement must be applied prospectively, and entities can elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective or retrospective transition method. The Company is currently evaluating the standard to determine the impact of its adoption on its consolidated financial statements. In February 2016, the FASB issued an ASU which requires lessees to recognize lease assets and lease liabilities arising from operating leases on the balance sheet. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company is currently evaluating the standard to determine the impact of its adoption on its consolidated financial statements. The Company would have to capitalize its operating leases on its balance sheet. In November 2015, the FASB issued an ASU that requires all deferred tax liabilities and assets to be classified as noncurrent on the balance sheet. This ASU is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. In addition, this guidance can be applied either prospectively or retrospectively to all periods presented. The Company is currently evaluating the standard to determine the impact of its adoption on our consolidated financial statements. In May 2014, the FASB issued an ASU which supersedes the most current revenue recognition requirements. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods after December 31, 2016. The Company is still in its startup phase and is not generating revenues at this time; therefore, this standard will have no impact on its consolidated financial statements until such time as revenues are generated. When revenues are generated, the Company will evaluate the standard to determine the impact of its adoption on its consolidated financial statements.

Marketable Securities

Marketable Securities	12 Months Ended
	Dec. 31, 2016
Marketable Securities [Abstract]
Marketable Securities	At December 31, 2015, the Company had $56,850 of common stock in a public company. These available for sale securities are recorded at fair value and were received as payment from an investor for $150,000 of the Company’s OID convertible notes. The investor agreed to make up any shortfall between the value of the Marketable Securities when converted to cash and the face amount of his Convertible Note. On July 28, 2016, the investor paid $150,000 in cash and the securities were returned to the investor.

Other Receivables

Other Receivables	12 Months Ended
	Dec. 31, 2016
Other Receivables
Other Receivables	Other Receivables consisted of the following: December 31, December 31, 2016 2015 Research & development tax credits $ 758,305 $ 912,818 Investor subscription - 93,150 Other 202,733 68,880 $ 961,038 $ 1,074,848 The research & development tax credits are refundable tax credits for research conducted in France. The $912,818 of refundable tax credits at December 31, 2015 was received by the Company in the July 2016. At December 31, 2015, investor subscription was related to an investor’s agreement to make up any shortfall between the Marketable Securities given for his Convertible Debt, see Note 3. The make-whole provision was a deemed “put” measured at fair value due to its relationship in connection with the marketable securities. The Company followed the guidance in ASC 815-25-35-6 and recorded the change in fair values of both the marketable securities and the “put” in earnings. Other is primarily amounts due from collaboration partner Mayoly, see Note 15, and non-income tax related items from French government entities.

Property, Equipment, and Leaseh

Property, Equipment, and Leasehold Improvements	12 Months Ended
	Dec. 31, 2016
Property Equipment And Leasehold Improvements
Property, Equipment, and Leasehold Improvements	Property, equipment and leasehold improvements consisted of the following: December 31, December 31, 2016 2015 Laboratory Equipment $ 165,611 $ 148,578 Computer Equipment 19,718 16,733 Office Equipment 29,006 29,057 Leasehold Improvements 29,163 28,008 243,498 222,376 Less accumulated depreciation (91,876 ) (46,057 ) $ 151,622 $ 176,319 Depreciation expense for the years ended December 31, 2016 and 2015 was $44,305 and $41,784, respectively. Depreciation expense is included in General and Administrative (“G&A”) expenses.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	12 Months Ended
	Dec. 31, 2016
Intangible Assets And Goodwill
Intangible Assets and Goodwill	Intangible assets are as follows: December 31, December 31, 2016 2015 In Process Research & Development $ 382,560 $ 396,634 Less accumulated amortization (81,029 ) (50,956 ) $ 301,531 $ 345,678 License Agreements $ 3,120,991 $ 3,235,814 Less accumulated amortization (1,586,504 ) (997,709 ) $ 1,534,487 $ 2,238,105 Amortization expense for the years ended December 31, 2016 and 2015 was $690,195 and $691,815, respectively. Amortization expense is included in G&A expenses. As of December 31, 2016, amortization expense is expected to be as follows for the next 5 years: 2017 $ 656,078 2018 656,078 2019 317,971 2020 31,880 2021 31,880 Goodwill is as follows: Goodwill Balance at January 1, 2015 $ 2,042,454 Foreign currency translation (209,875 ) Balance at December 31, 2015 1,832,579 Foreign currency translation (65,029 ) Balance at December 31, 2016 $ 1,767,550

Contingent Consideration

Contingent Consideration	12 Months Ended
	Dec. 31, 2016
Contingent Consideration
Contingent Consideration	On June 13, 2014, the Company completed a stock purchase agreement (the “SPA”) with Protea Biosciences Group, Inc. (“Protea Group”). Pursuant to the SPA, the Company is obligated to pay Protea certain contingent consideration in U.S. dollars upon the satisfaction of certain events, including (a) a onetime milestone payment of $2,000,000 due within (10) days of receipt of the first approval by the Food and Drug Administration (“FDA”) of a New Drug Application (“NDA”) or Biologic License Application (“BLA”) for a Business Product (as such term is defined in the SPA). (b) royalty payments equal to 2.5% of net sales of Business Product up to $100,000,000 and 1.5% of net sales of Business Product in excess of $100,000,000 and (c) ten percent (10%) of the Transaction Value (as defined in the SPA) received in connection with a sale or transfer of the pharmaceutical development business of Protea Europe. See Note 1.

Accounts Payable

Accounts Payable	12 Months Ended
	Dec. 31, 2016
Accounts Payable
Accounts Payable	Accounts payable and accrued expenses consisted of the following: December 31, December 31, 2016 2015 Trade payables $ 1,072,358 $ 409,407 Accrued expenses 73,750 174,210 Accrued payroll 325,172 198,368 $ 1,471,280 $ 781,985

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Notes Payable	On October 11, 2016, the Company entered into a 9-month financing agreement for its Directors and Officers Liability insurance in the amount of $232,000 that bears interest at an annual rate of 2.7%. Monthly payments including principal and interest are $26,069 per month. Included in Notes Payable at December 31, 2016 and 2015 is $155,187 and $0, respectively, related to this agreement.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2016
Convertible Promissory Notes
Convertible Promissory Notes	Commencing on July 22, 2014, and through April 3, 2015, the Company, through a series of transactions with various investors, raised $896,000 through the sale of its convertible promissory notes with various maturity dates that can be extended by the Company. The maturity dates ranged from August 31, 2014 through May 31, 2015. All maturity dates were extended by the Company. Through December 31, 2015, the Company entered into transactions in which noteholders were voluntarily repaid $761,000 and shares were issued to such noteholders in lieu of interest payments. The notes bore interest at 8% per annum and were convertible into common stock of the Company at $6.45 per share at the investors’ discretion as long as the notes are outstanding. Notes outstanding at December 31, 2015, of $135,000 were converted on July 22, 2016 into original issue discounted convertible notes. See Note 11, below. Interest expense for the years ended December 31, 2016 and 2015 incurred in connection with the promissory notes was $6,007 and $25,856, respectively. On August 7, 2015, 5,242 shares of common stock were issued in payment of $33,790 of accrued interest payable on these notes. Interest payable at December 31, 2016 and 2015 in connection with these notes was $7,192 and $1,186, respectively.

Original Issue Discounted Conve

Original Issue Discounted Convertible Notes	12 Months Ended
	Dec. 31, 2016
Original Issue Discounted Convertible Notes
Original Issue Discounted Convertible Notes	Originally Issued Discounted Convertible Notes Commencing on October 10, 2014, the Company, through a series of transactions, issued original issue discounted convertible notes to several investors at 85% of the principal amount of the notes. The notes did not otherwise bear interest. The notes were voluntarily convertible into shares of the Company’s common stock at the principal amount divided by the conversion price, which was the lesser of $6.45 per share or the per share price of the common stock representing the pre-money valuation immediately prior to any shares sold in the IPO, multiplied by 80% (the “Convertible Shares”). Under the voluntary and mandatory features, the Company did not recognize any amounts associated with the beneficial conversion feature at the dates of issuances of these notes due to the unsatisfied condition associated with the pre-money valuation. Additionally, separate warrants to purchase shares of common stock equal to 50% of the number of Convertible Shares at the lesser of $7.37 per share or at a 20% discount to the pre-money IPO valuation of the Company were issued in conjunction with these notes. These warrants are exercisable for five years beginning six months after the issue date. If the pre-money IPO valuation of the Company was less than $43,750,000, then the number of Warrant Shares (herein defined as the underlying common stock) would have been recalculated as follows: New Number of Warrant Shares = Existing Warrant Shares * [43,750,000/(IPO valuation*80%)]. The notes had nine-month terms with principal and interest due starting July 10, 2015. The holders of the notes could have demanded payment in cash before the maturity date within thirty (30) trading days of the Company’s initial public offering. If, on the maturity date, the principal amount of any note remained unpaid, the Company would pay to the note holder a one-time default penalty of 5% of the total amount unpaid on the maturity date. The Company, however, was still required to repay the note holder the principal balance and interest on the principal balance, which should accrue at the default interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. As of December 31, 2015, $2,105,882 in principal amount of these notes were in default due to being past their maturity dates. The terms of these notes were revised on March 31, 2016 as per below. New Issued Discounted Convertible Notes On March 31, 2016, the holders of all but $300,000 in principal of the above notes signed exchange agreements nullifying the default provisions and rolling the principal amount into new original issue discounted convertible notes at 92% of the principal amount of the notes due on November 4, 2016, modifying the conversion price to $4.65 per share, and modifying the strike price of the warrants down to $5.58 per share. The notes were voluntarily convertible into that number of shares of common stock as is equal to the aggregate principal amount of the notes plus any accrued but unpaid interest divided by $4.65. $2,094,000 in gross proceeds were received during 2016 in additional original issue discounted notes under the same terms. On July 22, 2016, $135,000 of convertible promissory notes were converted into original issue discounted convertible notes under the same terms. Under the mandatory conversion feature, the aggregate principal amounts of the notes plus any accrued but unpaid interest automatically converted into that number of shares of common stock equal to the aggregate principal amount of the notes plus any accrued but unpaid interest multiplied by 1.25 divided by $4.65 per share. As a result of these exchange agreements, as of December 31, 2015, the Company has not recorded any of the default provisions for all but $300,000 in principal of these notes. The Company determined that there was a beneficial conversion feature on the voluntary conversion feature in the amount of $36,670 at the dates of issuances on certain of these notes issued through the IPO Date. The Company determined that there was a beneficial conversion feature on the mandatory conversion feature in the amount of $1,108,194 at the IPO Date. Under the mandatory conversion feature, all of the unamortized discount remaining at the date of conversion was recognized immediately at that date as interest expense. On the IPO Date, these notes converted into 2,642,160 shares of common stock. The Company accounted for the warrant feature of the notes by recording a warrant liability based upon the fair value of the warrants on the dates of issuance. The warrant liability was adjusted to the fair value at the IPO Date of $3,670,680 by recording a fair value adjustment of $2,329,018. Upon the satisfaction of conditions related to the number of Warrant Shares to be issued, the fair value of the warrant liability at the IPO Date of $3,670,680 was reclassified into equity at that date. The warrant liability was adjusted to the fair value at December 31, 2015 of $818,216 by recording a fair value adjustment of $386,103. For the years ended December 31, 2016 and 2015, the Company recorded $2,043,696 and $1,561,677, respectively, of interest expense related to the original issue discount and warrant features of these notes. For the years ended December 31, 2016 and 2015, $1,160,267 and $749,262, respectively, of these amounts were accreted interest expense related to the original issue discount feature of the notes that also increased the outstanding balance of the convertible debt by the same amount. For the years ended December 31, 2016 and 2015, $883,429 and $812,415, respectively, of these amounts were amortization of the debt discount related to the warrant features of the convertible debt. Convertible Debt consisted of: December 31, December 31, 2016 2015 Convertible Debt $ - $ 6,145,000 Accreted Interest - 659,508 Debt Discount - Warrants - (362,136 ) $ - $ 6,442,372

Equity

Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Equity	On July 13, 2016, the Company amended its Certificate of Incorporation to increase the authorized shares of its common stock, $0.0001 par value, to 100,000,000 shares from 9,000,000 shares and increase the authorized shares of its preferred stock, $0.0001 par value, to 10,000,000 shares from 1,000,000 shares. Common Stock At December 31, 2016 and 2015, the Company had issued and outstanding 9,631,088 and 4,296,979 shares, respectively, of its common stock. Voting The Series A holders are entitled to vote, together with the holders of common stock as one class, on all matters to which holders of common stock shall be entitled to vote, in the same manner and with the same effect as the common stock holders with the same number of votes per share that equals the number of shares of common stock into which the Series A is convertible at the time of such vote. Dividends The holders of the Series A shall be entitled to receive dividends, when, as, and if declared by the board of directors, ratably with any declaration or payment of any dividend on common stock. To date there have been no dividends declared or paid by the board of directors. Liquidation The holders of the Series A shall be entitled to receive, before and in preference to, any distribution of any assets of the Company to the holders of common stock, an amount equal to $0.0001 per share, plus any declared but unpaid dividends. The liquidation preference as of December 31, 2016 and 2015 approximates par value. Conversion The Series A was convertible into 33% of the issued and outstanding shares of common stock on a fully diluted basis, assuming the conversion, exercise, or exchange for shares of common stock of all convertible securities issued and outstanding immediately prior to such conversion, including the Series A, all outstanding warrants and options, and all outstanding convertible debt, notes, debentures, or any other securities which are convertible, exercisable, or exchangeable for shares of common stock. The Series A was convertible at the holder’s option any time commencing on the one-year anniversary of the initial issuance date. The Series A was subject to mandatory conversion at any time commencing on the one-year anniversary of the initial issuance date upon the vote or written consent by the holders of a majority of the Series A then outstanding or upon the occurrence of certain triggering events, including a public offering coupled with an equity-linked financing with an offering price that values the Company prior to consummation of such financing at not less than $12,000,000 and the aggregate gross proceeds to the Company (before deduction of underwriting discounts and registration expenses) are not less than $6,000,000. On November 11, 2015, the Company and the Protea Group agreed that the Series A would be convertible into 2,439,365 shares of common stock. As of December 31, 2016, all Series A has been converted into common stock. During the year ended December 31, 2016, Protea Group converted 71 shares of Series A into 1,731,949 shares of common stock. During the year ended December 31, 2015, Protea Group converted 29 shares of Series A into 707,416 shares of common stock. Beneficial Conversion The Series A was recorded at fair value when issued under purchase accounting for the purchase of the Company’s French subsidiary. As such, there was no intrinsic value that would result in a beneficial conversion feature at date of issuance. The Series A was voluntarily converted and there was no associated beneficial conversion.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2016
WarrantsAbstract
Warrants	Stock warrant transactions for the period January 1, 2015 through December 31, 2016 were as follows: Warrants Exercise Price Per Share Weighted Average Exercise Price Warrants outstanding and exercisable at January 1, 2015 68,400 $ 7.37 $ 7.37 Granted during the period 594,074 $ 7.37 $ 7.37 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at December 31, 2015 662,474 $ 7.37 $ 7.37 Granted during the period 1,195,866 $ 4.76 - $6.60 $ 5.57 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at December 31, 2016 1,858,340 $ 4.76 - $7.37 $ 5.66 Number of Shares Weighted Average Remaining Contract Weighted Average Exercise Price Under Warrants Life in Years Exercise Price $ 4.76 32,376 3.65 $ 5.50 717,540 4.79 $ 5.58 959,101 4.36 $ 6.60 48,000 4.79 $ 7.37 101,323 3.94 Total warrants 1, 858,340 4.50 $5.66 Per the terms of exchange agreements executed on March 31, 2016 with certain holders of the Company’s original issue discounted convertible notes, the associated warrants had their exercise price adjusted to $5.58 per share with no other adjustments made to the warrants, see Note 11 above. During the year ended December 31, 2016, 41,118 immediately vesting warrants were issued to placement agents in connection with the private placement of original issue discounted convertible notes with a value of $55,097, using the same valuation used to value the warrants issued in connection with the original issue discounted convertible notes, see Note 11 above. This amount was included in G&A expenses. During the year ended December 31, 2016, 717,540 warrants exercisable in 180 days were issued to certain original issue discounted convertible noteholders in exchange for 180-day lockup provisions with a value of $2,741,003. This amount was included in interest expense. During the year ended December 31, 2016, 48,000 immediately vesting warrants were issued to investment bankers in connection with the consummation of the IPO with a value of $196,752 that had no effect on expenses or stockholders’ equity. During the year ended December 31, 2015, 102,052 immediately vesting warrants were issued to placement agents in connection with the private placement of original issue discounted convertible notes with a value of $218,337, using the same valuation used to value the warrants issued in connection with the original issue discounted convertible notes, see Note 11 above. This amount was included in G&A expenses.

Interest Expense

Interest Expense	12 Months Ended
	Dec. 31, 2016
Interest Expense [Abstract]
Interest Expense	During the years ended December 31, 2016 and 2015, the Company incurred $5,937,487 and $1,587,533, respectively, of interest expense. During the years ended December 31, 2016 and 2015, $2,044,220 and $1,561,677, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of accretion of original issue debt discount and amortization of debt discount related to the warrants. During the years ended December 31, 2016 and 2015, $1,144,865 and $0, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of a beneficial conversion feature of the OID Debt. During the years ended December 31, 2016 and 2015, $2,741,003 and $0, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of additional warrants issued for 6-month lockup provisions on the common stock received from the conversion of OID Debt at the IPO Date. During the years ended December 31, 2016 and 2015, the Company incurred $6,007 and $25,856, respectively, of interest expense in connection with the promissory notes issued by the Company. During the years ended December 31, 2016 and 2015, the Company also incurred $1,392 and $0, respectively, of miscellaneous interest expense.

Agreements

Agreements	12 Months Ended
	Dec. 31, 2016
Agreements
Agreements	Mayoly Agreement On March 22, 2010, the Predecessor entered into a joint research and development agreement (the “2010 Agreement”) with Laboratoires Mayoly Spindler SAS (“Mayoly”) with no consideration exchanged, pursuant to which Mayoly sublicensed certain of its exclusive rights to a genetically engineered yeast strain cell line on which MS1819 is based that derive from a Usage and Cross-Licensing Agreement dated February 2, 2006 (the “INRA Agreement”) between Mayoly and INRA TRANSFERT, a subsidiary of the National Institute for Agricultural Research (“INRA”) in charge of patent management acting for and on behalf of the National Centre of Scientific Research (“CNRS”) and INRA. Effective January 1, 2014, the Predecessor entered into an amended and restated joint research and development agreement with Mayoly (the “Mayoly Agreement”) with no consideration exchanged, pursuant to which the Predecessor acquired the exclusive right, with the right to sublicense, to commercialize human pharmaceuticals based on the MS1819 lipase within the following territories: U.S. and Canada, South America (excluding Brazil), Asia (excluding China and Japan), Australia, New Zealand and Israel. Rights to the following territories are held jointly with Mayoly: Brazil, Italy, Portugal, Spain, China and Japan. The Mayoly Agreement requires the Predecessor to pay 70% of all development costs and requires each of the parties to use reasonable efforts to: ● devote sufficient personnel and facilities required for the performance of its assigned tasks; ● make available appropriately qualified personnel to supervise, analyze and report on the results obtained in the furtherance of the development program; and ● deploy such scientific, technical, financial and other resources as is necessary to conduct the development program. During the years ended December 31, 2016 and 2015, the Company was reimbursed $601,575 and $338,570, respectively, from Mayoly under the Mayoly Agreement. The Mayoly Agreement grants the Predecessor the right to cure any breach by Mayoly of its obligations under the INRA agreement. In connection with the acquisition of ProteaBio Europe, the Predecessor, with the consent of INRA and CNRS, assigned all of it rights, title and interest in and to the Mayoly Agreement to the AzurRx Europe SAS. The Mayoly Agreement includes a €1,000,000 payment due to Mayoly upon the U.S. FDA approval of MS1819. At this time, based on management’s assessment of ASC Topic 450, Contingencies, the Company has not recorded any contingent liability related to this payment. INRA Agreement In February 2006, Mayoly and INRA TRANSFERT, on behalf of INRA and CNRS, entered into a Usage and Cross-Licensing Agreement granting Mayoly exclusive worldwide rights to exploit Yarrowia lipolytica and other lipase proteins based on their patents for use in humans. The INRA Agreement provides for the payment by Mayoly of royalties on net sales, subject to Mayoly’s right to terminate such obligation upon the payment of a lump sum specified in the agreement. Employment Agreement On January 3, 2016, the Company entered into an employment agreement with its President and Chief Executive Officer, Johan Spoor. The employment agreement provides for a term expiring January 2, 2019. Either party may terminate Mr. Spoor’s employment at any time and for any reason, or for no reason. During the term and for a period of twelve (12) months thereafter, Mr. Spoor shall not engage in competition with the Company either directly or indirectly, in any manner or capacity. The Company will pay Mr. Spoor a base salary of $350,000 per year, which shall automatically increase to $425,000 upon (i) consummation of the IPO which results in the listing of the Company’s common stock on The NASDAQ Stock Market or NYSE MKT (which occurred on October 11, 2016), or (ii) consummation of a merger or consolidation of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed, and in each such case the Company becomes a public reporting company which results in the listing of the Company’s shares (or shares of the Company’s parent company) on The NASDAQ Stock Market or NYSE MKT (the “Public Event”) (which occurred on October 11, 2016). At the sole discretion of the board of directors or the compensation committee of the board, following each calendar year of employment, Mr. Spoor shall be eligible to receive an additional cash bonus based on his attainment of certain financial, clinical development, and/or business milestones to be established annually by the board of directors or the compensation committee. In addition, subject to any required consents from third parties, Mr. Spoor shall be granted 100,000 shares of restricted common stock, which are to be issued as follows: (i) 50,000 restricted shares upon the first commercial sale in the United States of MS1819, and (ii) 50,000 restricted shares upon the total market capitalization of the Company exceeding $1 billion dollars for 20 consecutive trading days, in each case subject to the earlier determination of a majority of the board of directors. In the event of a Change of Control (as defined in the agreement), all of the restricted shares shall vest in full. The estimated fair value at the date of grant was $210,000 and this amount ws expensed in 2016. Subject to any required consents from third parties, Mr. Spoor shall also be entitled to 380,000 10-year stock options pursuant to the 2014 Plan, which options shall vest as follows so long as Mr. Spoor is serving as Chief Executive Officer or President at such time: (i) 100,000 of such stock options shall vest upon consummation of the IPO, (ii) 50,000 of such stock options shall vest upon the Company initiating a Phase II clinical trial in the United States for MS1819 (i.e., upon the first individual enrolled in the trial), (iii) 50,000 of such stock options shall vest upon the Company completing a Phase II clinical trial in the United States for MS1819, (iv) 100,000 of such stock options shall vest upon the Company initiating a Phase III clinical trial in the United States for MS1819, (v) 50,000 of such stock options shall vest upon the Company initiating a Phase I clinical trial in the United States for any product other than MS1819, and (vi) 30,000 of such stock options shall vest upon the determination of a majority of the board of directors. On June 8, 2016, the board of directors clarified Mr. Spoor’s agreement as follows: the 380,000 options described have neither been granted nor priced since certain key provisions, particularly the underlying exercise price, have not been determined. The options will be granted at a future date to be determined by the board of directors, and the options will be priced at that future date when they are granted. As of December 31, 2016, no options have been granted. If the Company terminates Mr. Spoor’s employment other than for cause, or he terminates for good reason, as both terms are defined in the agreement, the Company will pay him twelve (12) months of his base salary as severance. If the Company terminates Mr. Spoor’s employment other than for cause, or he terminates for good reason, in connection with a Change of Control, the Company will pay him eighteen (18) months of his base salary in lump sum as severance.

Leases

Leases	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
Leases	The Company leases its office and research facilities under operating leases which are subject to various rent provisions and escalation clauses expiring at various dates through 2020. The escalation clauses are indeterminable and considered not material and have been excluded from minimum future annual rental payments. Rental expense, which is calculated on a straight-line basis, amounted to $147,254 and $112,560 in 2016 and 2015, respectively. Minimum future annual rental payments are as follows: 2017 $ 106,450 2018 $ 71,468 2019 $ 71,468 2020 $ 71,468 2021 $ -

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Taxes
Income Taxes	The Company is subject to taxation at the federal level in both the United States and France and at the state level in the United States. At December 31, 2015 and 2016, the Company had no tax provision for both jurisdictions. At December 31, 2016 and 2015, the Company had gross deferred tax assets of approximately $7,875,000 and $3,907,000, respectively. As the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of approximately $7,875,000 and $3,907,000, respectively, has been established at December 31, 2016 and 2015. The significant components of the Company’s net deferred tax assets (liabilities) consisted of: December 31, December 31, 2016 2015 Gross deferred tax assets: Net operating loss carry-forwards $ 6,962,000 $ 4,080,000 Temporary differences 913,000 (173,000 ) Deferred tax asset valuation allowance (7,875,000 ) (3,907,000 ) Net deferred tax asset $ - $ - Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following: December 31, December 31, 2016 2015 Income taxes benefit (expense) at statutory rate 34 % 34 % State income tax, net of federal benefit 11 % 11 % Non-deductible expenses (24 %) 0 % Change in valuation allowance (21 %) (45 %) 0 % 0 % At December 31, 2016, the Company has gross net operating loss carry-forwards for U.S. federal and state income tax purposes of approximately $9,240,000 and $9,349,000, respectively, which expire in the years 2034 through 2036. At December 31, 2016, the Company has approximately $8,374,000 in net operating losses which it can carryforward indefinitely to offset against future French income. ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2016 and 2015, the Company had taken no uncertain tax positions that would require disclosure under ASC 740.

Net Loss per Common Share

Net Loss per Common Share	12 Months Ended
	Dec. 31, 2016
Net Loss Per Common Share
Net Loss per Common Share	Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method. At December 31, 2016, diluted net loss per share did not include the effect of 1,858,340 shares of common stock issuable upon the exercise of outstanding warrants, as their effect would be antidilutive during the periods prior to conversion. At December 31, 2015, diluted net loss per share did not include the effect of 662,474 res of common stock issuable upon the exercise of outstanding warrants. 1,141,769 shares of common stock issuable upon the conversion of promissory notes and convertible debt. and 1,731,949 shares of common stock issuable upon the conversion of the Series A, as their effect would be antidilutive. At the IPO Date, the 1,141,769 shares of common stock issuable upon the conversion of promissory notes and convertible debt became equal to 2,033,231 shares.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Disclosure Text Block [Abstract]
Related Party Transactions	During the year ended December 31, 2015, the Company employed the services of JIST Consulting (“JIST”), a company controlled by Johan M. Spoor, the Company’s current chief executive officer and president, as a consultant for business strategy, financial modeling, and fundraising. Expense recorded in general and administrative expense in the accompanying statements of operations related to JIST for the years ended December 31, 2016 and 2015 was $0 and $478,400, respectively. Included in accounts payable at both December 31, 2016 and 2015 is $508,300 for JIST relating to Mr. Spoor’s services. Mr. Spoor received no other compensation from the Company other than as specified in his employment agreement. During the year ended December 31, 2015, the Company's President, Christine Rigby-Hutton, was employed through Rigby-Hutton Management Services (“RHMS”). Expense recorded in general and administrative expense in the accompanying statements of operations related to RHMS for the years ended December 31, 2016 and 2015 was $0 and $27,750, respectively. Included in accounts payable at both December 31, 2016 and 2015 is $38,453 for RHMS for Ms. Rigby-Hutton’s services. Ms. Rigby-Hutton resigned from the Company effective April 20, 2015. On August 31, 2014, January 31, 2015, February 28, 2015 and May 31, 2015, the Company issued promissory notes to Matthew Balk and his affiliates in the aggregate principal amount of $236,000. These notes have been repaid in full as to $50,000 on November 11, 2014, $111,000 on April 3, 2015, and $75,000 on August 7, 2015. Mr. Balk holds voting and dispositive power over the shares held by Pelican Partners LLC, which owns approximately 9% and 47%, respectively, of the outstanding common stock of the Company as of December 31, 2016 and 2015. From October 1, 2015 through December 31, 2015, the Company used the services of Edward Borkowski, a member of the Board of Directors and the Company’s audit committee chair, as a financial consultant. Included in accounts payable at December 31, 2016 and 2015 is $90,000 for Mr. Borkowski’s services. On October 14, 2014 and March 12, 2015, the Company issued original issue discounted convertible notes to Mr. Borkowski in the aggregate principal amount of $300,000. The notes automatically converted into shares of the Company’s common stock upon the consummation of the IPO at a conversion price equal to the principal amount divided by the lesser of $6.45 per share or the per share price of the Company’s common stock in the IPO, multiplied by 80%. Mr. Borkowski has signed an exchange agreement related to these notes as detailed in Note 11 above. The notes converted into 103,126 shares of the Company’s common stock on the IPO Date. In July 2016, the Company granted 45,000 shares of restricted stock to Board member Mr. Borkowski and 30,000 shares of restricted stock to each of Board members Messrs. Shenouda and Riddell. The shares of restricted stock will be issued as follows: (i) 50% upon the first commercial sale in the United States of MS1819, and (ii) 50% upon our total market capitalization exceeding $1 billion dollars for 20 consecutive trading days, in each case subject to the earlier determination of a majority of the Board. The estimated fair value at the date of grant was $393,750 and this amount was expensed in 2016. From October 1, 2016 through December 31, 2016, the Company used the services of Maged Shenouda, a member of the Board of Directors as a financial consultant. Included in accounts payable at December 31, 2016 is $70,000 for Mr. Shenouda’s services.

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Employee Benefit Plans	401(k) Plan The Company sponsors a multiple employer defined contribution benefit plan, which complies with Section 401(k) of the Internal Revenue Code covering substantially all employees of the Company. All employees are eligible to participate in the plan. Employees may contribute from 1% to 100% of their compensation and the Company matches an amount equal to 100% on the first 6% of the employee contribution and may also make discretionary profit sharing contributions. Employer contributions under this plan amounted to $16,867 and $0 for the years ended December 31, 2016 and 2015, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	In February 2017, the Company issued 30,000 options with a ten-year term at an exercise price of $4.48 to each of directors Borkowski, Shenouda, and Riddell that vest 10,000 immediately and the balance monthly over 24 months. In February 2017, the Company issued 100,000 options with a ten-year term at an exercise price of $4.48 to Mr. Spoor that vest immediately pursuant to his employment agreement.

Significant Accounting Polici28

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies Policies
Use of Estimates	The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including goodwill, intangible assets and contingent consideration), and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates.
Concentration of Risks	Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and, at December 31, 2015, available for sale marketable securities. The Company primarily maintains its cash balances with financial institutions in federally-insured accounts in the U.S. The Company may from time to time have cash in banks in excess of FDIC insurance limits. At December 31, 2016 and 2015, the Company had approximately $1,279,000 and $56,000, respectively, in one account in the U.S. in excess of these limits. The Company has not experienced any losses to date resulting from this practice. The Company also has exposure to currency risk as its subsidiary in France has a functional currency in Euros. At December 31, 2015, the Company’s investments in Marketable Securities were comprised of a single investment in a publicly traded stock received as payment from an investor for his $150,000 investment in the Company's Original Issue Convertible Debt. The investor agreed to make up any shortfall from sales of these securities while any gain is for the account of the Company. As of December 31, 2015, the market value of these Marketable Securities was $56,850 and an associated Other Receivables of $93,150 was recorded. On July 28, 2016, the investor paid $150,000 in cash and the securities were returned to the investor.
Prepaid Expenses	At December 31, 2015, Prepaid Expenses consisted of direct costs of the IPO Offering which were then offset against the proceeds from the IPO.
Property, Equipment, and Leasehold Improvements	using the straight-line method. For financial statement purposes, depreciation expense is provided using the straight-line method over the estimated useful lives of the assets as follows: Laboratory Equipment 5 years Computer Equipment 5 years Office Equipment 7-8 years Leasehold Improvements Term of lease or estimated useful life of the assets; whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. At December 31, 2016 and 2015, there are no restrictions on the Company’s title of property, equipment, and leasehold improvements and no amounts have been pledged as security for liabilities.
Goodwill and Intangible Assets	Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. The Company has not recognized any impairment charges through December 31, 2016. Intangible assets subject to amortization consist of in process research and development and license agreements reported at the fair value at date of the acquisition less accumulated amortization. Amortization expense is provided using the straight-line method over the estimated useful lives of the assets as follows: In Process Research & Development 12 years License Agreements 5 years
Research and Development	Research and development costs are charged to operations when incurred and are included in operating expenses. Research and development costs consist principally of compensation of employees and consultants that perform the Company’s research activities, the fees paid to maintain the Company’s licenses, and the payments to third parties for clinical trial and additional product development and testing.
Fair Value Measurements	The Company follows Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820”), which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. At December 31, 2015, the Company had Level 2 instruments consisting of marketable securities of common stock in a thinly-traded public company received as payment from an investor for $150,000 of the Company’s original issue discounted convertible notes, see Notes 3 and 11. At December 31, 2015, the Company had Level 3 instruments consisting of the Company’s common stock warrant liability related to the Company’s convertible debt, see Note 11. At December 31, 2016 and 2015, the Company had Level 3 instruments consisting of contingent consideration in connection with the Protea Europe SAS acquisition, see Note 7. The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities approximate fair value due to their short maturities. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 As of December 31, 2016: Marketable Securities $ - $ - $ - $ - Warrant Liability $ - $ - $ - $ - Contingent Consideration $ 1,200,000 $ - $ - $ 1,200,000 As of December 31, 2015: Marketable Securities $ 56,850 $ - $ 56,850 $ - Warrant Liability $ 818,216 $ - $ - $ 818,216 Contingent Consideration $ 1,500,000 $ - $ - $ 1,500,000 The following table provides a reconciliation of the fair value of liabilities using Level 3 significant unobservable inputs: Warrant Contingent Liability Consideration Balance at January 1, 2015 $ 146,376 $ 1,500,000 Issuance of warrants 1,057,943 - Change in fair value (386,103 ) - Balance at December 31, 2015 818,216 1,500,000 Issuance of warrants 523,446 - Change in fair value 2,329,018 (300,000 ) Reclassified to equity at IPO Date (3,670,680 ) Balance at December 31, 2016 $ - $ 1,200,000 The warrant liability above relates to the Company’s original issued discounted convertible notes, see Note 11 below. The fair values of the outstanding warrants were measured using a Binomial Option Pricing model. Inputs used to determine estimated fair value of the warrant liabilities reclassified to equity at the IPO Date and warrant liabilities at December 31, 2015 include the estimated fair value of the underlying stock at the valuation date ($5.50 and $2.16, respectively), the estimated term in years of the warrants (ranging from 3.87 to 4.58 years and 4.90 years, respectively), risk-free interest rate (1.24% and 1.72%, respectively), expected dividends (zero and zero, respectively) and the expected volatility (90% and 98%, respectively) of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities are the fair value of the underlying stock at the valuation date and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The contingent consideration was valued by incorporating a series of Black-Scholes Option Pricing Models (“BSM”) into a discounted cash flow framework. Significant unobservable inputs used in this calculation at December 31, 2016 and 2015 included projected net sales over a period of patent exclusivity (8 years and 9 years, respectively), discounted by the Company’s weighted average cost of capital (30.2% and 33.7%, respectively), the contractual hurdle amount of $100 million that replaces the strike price input in the traditional BSM, asset volatility (71% and 90%, respectively), that replaces the equity volatility in the traditional BSM, risk-free rates (ranging from 1.6% to 2.4% and 1.5% to 2.7%, respectively), and an option-adjusted spread (1.3% and 0.5%, respectively) that is applied to these payments to account for the payer’s risk and arrive at a fair value of the expected payment. The fair value of the Company's other receivables, notes payable, convertible debt, and convertible promissory notes are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value As of December 31, 2016: Other Receivables $ 961,038 $ - $ - $ 961,038 $ 961,038 Notes Payable $ 155,187 $ - $ - $ 155,187 $ 155,187 Convertible Debt $ - $ - $ - $ - $ - Convertible Promissory Notes $ - $ - $ - $ - $ - As of December 31, 2015: Other Receivables $ 1,074,858 $ - $ - $ 1,074,858 $ 1,074,858 Convertible Debt $ 6,442,372 $ - $ - $ 6,442,372 $ 6,442,372 Convertible Promissory Notes $ 135,000 $ - $ - $ 135,000 $ 135,000 The fair value of Other Receivables approximates carrying value as these consist primarily of French R&D tax credits that are normally received within 9 months of year end and amounts due from collaboration partner Mayoly, see Note 15. The fair value of Notes Payable, Convertible Debt, and Convertible Promissory Notes approximates carrying value due to the terms of such instruments and applicable interest rates.
Stock-based Compensation	The Company’s board of directors and stockholders have adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan which took effect on May 12, 2014. Although the Company did not grant any stock options under the Plan during the years ended December 31, 2016 and 2015, the Company will account for its stock-based compensation awards to employees and directors in accordance with ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the board of directors for their services on the board of directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period. The Company will account for any stock-based payments to non-employees in accordance with ASC Topic 505-50, Equity-Based Payments to Non-Employees ("ASC 505-50").
Income Taxes	Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2016 and 2015, the Company does not have any significant uncertain tax positions. All tax years are still open for audit.
Impairment of Long-lived Assets	The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges through December 31, 2016.
Foreign Currency Translation	For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars, which is the functional currency, at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity (deficit).
Collaboration Agreements	As more fully discussed in Note 15, the Company has joint research collaboration agreements with Laboratoires Mayoly Spindler SAS and INRA TRANSFERT. Any payments due from our collaboration partners is recorded as a reduction in research and development expenses.
Operating Leases	The Company recognizes rent expense from operating leases with various escalation clauses on a straight-line basis over the applicable lease term. The Company considers lease renewals in the useful life of its leasehold improvements when such renewals are reasonably assured.
Subsequent Events	The Company considered events or transactions occurring after the balance sheet date but prior to the date the consolidated financial statements are available to be issued for potential recognition or disclosure in its consolidated financial statements.
Recent Accounting Pronouncements	In March 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) which simplifies several aspects of the accounting for share based payments, including the income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and deficiencies will be recognized as income tax expense or benefit in the income statement. Additionally, excess tax benefits will be classified as an operating activity on the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement must be applied prospectively, and entities can elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective or retrospective transition method. The Company is currently evaluating the standard to determine the impact of its adoption on its consolidated financial statements. In February 2016, the FASB issued an ASU which requires lessees to recognize lease assets and lease liabilities arising from operating leases on the balance sheet. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company is currently evaluating the standard to determine the impact of its adoption on its consolidated financial statements. The Company would have to capitalize its operating leases on its balance sheet. In November 2015, the FASB issued an ASU that requires all deferred tax liabilities and assets to be classified as noncurrent on the balance sheet. This ASU is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. In addition, this guidance can be applied either prospectively or retrospectively to all periods presented. The Company is currently evaluating the standard to determine the impact of its adoption on our consolidated financial statements. In May 2014, the FASB issued an ASU which supersedes the most current revenue recognition requirements. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods after December 31, 2016. The Company is still in its startup phase and is not generating revenues at this time; therefore, this standard will have no impact on its consolidated financial statements until such time as revenues are generated. When revenues are generated, the Company will evaluate the standard to determine the impact of its adoption on its consolidated financial statements.

Significant Accounting Polici29

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies Tables
Property, equipment and leasehold improvements	Laboratory Equipment 5 years Computer Equipment 5 years Office Equipment 7-8 years Leasehold Improvements Term of lease or estimated useful life of the assets; whichever is shorter
Goodwill and Intangible Assets	In Process Research & Development 12 years License Agreements 5 years
Financial instruments measured at fair value on a recurring basis	Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 As of December 31, 2016: Marketable Securities $ - $ - $ - $ - Warrant Liability $ - $ - $ - $ - Contingent Consideration $ 1,200,000 $ - $ - $ 1,200,000 As of December 31, 2015: Marketable Securities $ 56,850 $ - $ 56,850 $ - Warrant Liability $ 818,216 $ - $ - $ 818,216 Contingent Consideration $ 1,500,000 $ - $ - $ 1,500,000
Fair value of liabilities using Level 3 significant unobservable inputs	Warrant Contingent Liability Consideration Balance at January 1, 2015 $ 146,376 $ 1,500,000 Issuance of warrants 1,057,943 - Change in fair value (386,103 ) - Balance at December 31, 2015 818,216 1,500,000 Issuance of warrants 523,446 - Change in fair value 2,329,018 (300,000 ) Reclassified to equity at IPO Date (3,670,680 ) Balance at December 31, 2016 $ - $ 1,200,000
Fair value of other receivables, convertible debt, and loans payable	Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value As of December 31, 2016: Other Receivables $ 961,038 $ - $ - $ 961,038 $ 961,038 Notes Payable $ 155,187 $ - $ - $ 155,187 $ 155,187 Convertible Debt $ - $ - $ - $ - $ - Convertible Promissory Notes $ - $ - $ - $ - $ - As of December 31, 2015: Other Receivables $ 1,074,858 $ - $ - $ 1,074,858 $ 1,074,858 Convertible Debt $ 6,442,372 $ - $ - $ 6,442,372 $ 6,442,372 Convertible Promissory Notes $ 135,000 $ - $ - $ 135,000 $ 135,000

Other Receivables (Tables)

Other Receivables (Tables)	12 Months Ended
	Dec. 31, 2016
Other Receivables Tables
Other receivables	December 31, December 31, 2016 2015 Research & development tax credits $ 758,305 $ 912,818 Investor subscription - 93,150 Other 202,733 68,880 $ 961,038 $ 1,074,848

Property, Equipment, and Leas31

Property, Equipment, and Leasehold Improvements (Tables)	12 Months Ended
	Dec. 31, 2016
Property Equipment And Leasehold Improvements Tables
Property, equipment and leasehold improvements	December 31, December 31, 2016 2015 Laboratory Equipment $ 165,611 $ 148,578 Computer Equipment 19,718 16,733 Office Equipment 29,006 29,057 Leasehold Improvements 29,163 28,008 243,498 222,376 Less accumulated depreciation (91,876 ) (46,057 ) $ 151,622 $ 176,319

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	12 Months Ended
	Dec. 31, 2016
Intangible Assets And Goodwill Tables
Intangible assets	December 31, December 31, 2016 2015 In Process Research & Development $ 382,560 $ 396,634 Less accumulated amortization (81,029 ) (50,956 ) $ 301,531 $ 345,678 License Agreements $ 3,120,991 $ 3,235,814 Less accumulated amortization (1,586,504 ) (997,709 ) $ 1,534,487 $ 2,238,105
Future amortization expense	2017 $ 656,078 2018 656,078 2019 317,971 2020 31,880 2021 31,880
Goodwill	Goodwill Balance at January 1, 2015 $ 2,042,454 Foreign currency translation (209,875 ) Balance at December 31, 2015 1,832,579 Foreign currency translation (65,029 ) Balance at December 31, 2016 $ 1,767,550

Accounts Payable (Tables)

Accounts Payable (Tables)	12 Months Ended
	Dec. 31, 2016
Accounts Payable Tables
Accounts payable and accrued expenses	December 31, December 31, 2016 2015 Trade payables $ 1,072,358 $ 409,407 Accrued expenses 73,750 174,210 Accrued payroll 325,172 198,368 $ 1,471,280 $ 781,985

Original Issue Discounted Con34

Original Issue Discounted Convertible Notes (Tables)	12 Months Ended
	Dec. 31, 2016
Original Issue Discounted Convertible Notes Tables
Convertible debt	December 31, December 31, 2016 2015 Convertible Debt $ - $ 6,145,000 Accreted Interest - 659,508 Debt Discount - Warrants - (362,136 ) $ - $ 6,442,372

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2016
Warrants Tables
Stock warrant transactions	Warrants Exercise Price Per Share Weighted Average Exercise Price Warrants outstanding and exercisable at January 1, 2015 68,400 $ 7.37 $ 7.37 Granted during the period 594,074 $ 7.37 $ 7.37 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at December 31, 2015 662,474 $ 7.37 $ 7.37 Granted during the period 1,195,866 $ 4.76 - $6.60 $ 5.57 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at December 31, 2016 1,858,340 $ 4.76 - $7.37 $ 5.66
Warrants by exercise price	Number of Shares Weighted Average Remaining Contract Weighted Average Exercise Price Under Warrants Life in Years Exercise Price $ 4.76 32,376 3.65 $ 5.50 717,540 4.79 $ 5.58 959,101 4.36 $ 6.60 48,000 4.79 $ 7.37 101,323 3.94 Total warrants 1, 858,340 4.50 $5.66

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
Minimum future annual rental payments	2017 $ 106,450 2018 $ 71,468 2019 $ 71,468 2020 $ 71,468 2021 $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes Tables
Deferred tax assets (liabilities)	December 31, December 31, 2016 2015 Gross deferred tax assets: Net operating loss carry-forwards $ 6,962,000 $ 4,080,000 Temporary differences 913,000 (173,000 ) Deferred tax asset valuation allowance (7,875,000 ) (3,907,000 ) Net deferred tax asset $ - $ -
Income tax reconciliation	December 31, December 31, 2016 2015 Income taxes benefit (expense) at statutory rate 34 % 34 % State income tax, net of federal benefit 11 % 11 % Non-deductible expenses (24 %) 0 % Change in valuation allowance (21 %) (45 %) 0 % 0 %

The Company and Basis of Pres38

The Company and Basis of Presentation (Details Narrative)	12 Months Ended
	Dec. 31, 2016
Company And Basis Of Presentation Details Narrative
State of incorporation	Delaware
Date of incorporation	Jan. 30, 2014

Significant Accounting Polici39

Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2016
Laboratory Equipment
Property, equipment, and leasehold improvements useful life	5 years
Computer Equipment
Property, equipment, and leasehold improvements useful life	5 years
Office Equipment | Minimum
Property, equipment, and leasehold improvements useful life	7 years
Office Equipment | Maximum
Property, equipment, and leasehold improvements useful life	8 years
Leasehold Improvements
Leasehold improvements useful life	Term of lease or estimated useful life of the assets; whichever is shorter

Significant Accounting Polici40

Significant Accounting Policies (Details 1)	12 Months Ended
	Dec. 31, 2016
In Process Research and Development
Intangible asset, useful life	12 years
License Agreements
Intangible asset, useful life	5 years

Significant Accounting Polici41

Significant Accounting Policies (Details 2) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Marketable Securities	$ 0	$ 56,850
Warrant Liability	0	818,216	$ 146,376
Contingent Consideration	1,200,000	1,500,000	$ 1,500,000
Level 1
Marketable Securities	0	0
Warrant Liability	0	0
Contingent Consideration	0	0
Level 2
Marketable Securities	0	56,850
Warrant Liability	0	0
Contingent Consideration	0	0
Level 3
Marketable Securities	0	0
Warrant Liability	0	818,216
Contingent Consideration	$ 1,200,000	$ 1,500,000

Significant Accounting Polici42

Significant Accounting Policies (Details 3) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Significant Accounting Policies Details 3
Warrant liability, beginning	$ 818,216	$ 146,376
Issuance of warrants	523,446	1,057,943
Change in fair value	2,329,018	(386,103)
Reclassified to equity at IPO Date	(3,670,680)	0
Warrant liability, ending	0	818,216
Contingent consideration, beginning	1,500,000	1,500,000
Issuance of warrants	0	0
Change in fair value	(300,000)	0
Contingent consideration, ending	$ 1,200,000	$ 1,500,000

Significant Accounting Polici43

Significant Accounting Policies (Details 4) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Other receivables	$ 961,038	$ 1,074,858
Notes Payable	155,187	0
Convertible debt	0	6,442,372
Convertible promissory notes	0	135,000
Level 1
Other receivables	0	0
Notes Payable	0
Convertible debt	0	0
Convertible promissory notes	0	0
Level 2
Other receivables	0	0
Notes Payable	0
Convertible debt	0	0
Convertible promissory notes	0	0
Level 3
Other receivables	961,038	1,074,858
Notes Payable	155,187
Convertible debt	0	6,442,372
Convertible promissory notes	0	135,000
Fair Value
Other receivables	961,038	1,074,858
Notes Payable	155,187
Convertible debt	0	6,442,372
Convertible promissory notes	$ 0	$ 135,000

Significant Accounting Polici44

Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Significant Accounting Policies Details Narrative
Prepaid expenses	$ 229,411	$ 353,984

Marketable Securities (Details

Marketable Securities (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Marketable Securities Details Narrative
Marketable securities	$ 0	$ 56,850

Other Receivables (Details)

Other Receivables (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Other Receivables Details
Research & development tax credits	$ 758,305	$ 912,818
Investor subscription	0	93,150
Other	202,733	68,880
Other receivables	$ 961,038	$ 1,074,858

Property, Equipment, and Leas47

Property, Equipment, and Leasehold Improvements (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property, equipment and leasehold improvements, gross	$ 243,498	$ 222,376
Less accumulated depreciation	(91,876)	(46,057)
Property, equipment and leasehold improvements, net	151,622	176,319
Laboratory Equipment
Property, equipment and leasehold improvements, gross	165,611	148,578
Computer Equipment
Property, equipment and leasehold improvements, gross	19,718	16,733
Office Equipment
Property, equipment and leasehold improvements, gross	29,006	29,057
Leasehold Improvements
Property, equipment and leasehold improvements, gross	$ 29,163	$ 28,008

Property, Equipment, and Leas48

Property, Equipment, and Leasehold Improvements (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property Equipment And Leasehold Improvements Details Narrative
Depreciation expense	$ 44,305	$ 41,784

Intangible Assets and Goodwil49

Intangible Assets and Goodwill (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
In Process Research and Development
Intangible assets, gross	$ 382,560	$ 396,634
Less accumulated amortization	(81,029)	(50,956)
Intangible assets, net	301,531	345,678
License Agreements
Intangible assets, gross	3,120,991	3,235,814
Less accumulated amortization	(1,586,504)	(997,709)
Intangible assets, net	$ 1,534,487	$ 2,238,105

Intangible Assets and Goodwil50

Intangible Assets and Goodwill (Details 1)	Dec. 31, 2016USD ($)
Amortization expense
2,017	$ 656,078
2,018	656,078
2,019	317,971
2,020	31,880
2,121	$ 31,880

Intangible Assets and Goodwil51

Intangible Assets and Goodwill (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Intangible Assets And Goodwill Details 1
Goodwill, beginning	$ 1,832,579	$ 2,042,454
Foreign currency translation	(65,029)	(209,875)
Goodwill, ending	$ 1,767,550	$ 1,832,579

Intangible Assets and Goodwil52

Intangible Assets and Goodwill (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Intangible Assets And Goodwill Details Narrative
Amortization expense	$ 690,195	$ 691,815

Accounts Payable (Details)

Accounts Payable (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Accounts Payable Details
Trade payables	$ 1,072,358	$ 409,407
Accrued expenses	73,750	174,210
Accrued payroll	325,172	198,368
Accounts payable, net	$ 1,471,280	$ 781,985

Convertible Promissory Notes (D

Convertible Promissory Notes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Convertible Promissory Notes Details Narrative
Interest expense	$ 6,007	$ 25,856
Interest payable	$ 7,192	$ 1,186

Original Issue Discounted Con55

Original Issue Discounted Convertible Notes (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Original Issue Discounted Convertible Notes Details
Convertible Debt	$ 0	$ 6,145,000
Accreted Interest	0	659,508
Debt Discount - Warrants	0	(362,136)
Total convertible debt	$ 0	$ 6,442,372

Original Issue Discounted Con56

Original Issue Discounted Convertible Notes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Original Issue Discounted Convertible Notes Details Narrative
Warrant liability	$ 0	$ 818,216	$ 146,376
Interest expense related to the original issue discount and warrant features	2,043,696	1,561,677
Accreted interest expense	1,160,267	749,262
Amortization of the debt discount	$ 883,429	$ 812,415

Equity (Details Narrative)

Equity (Details Narrative) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Equity Details Narrative
Preferred stock shares, par value	$ 0.0001	$ 0.0001
Preferred stock shares, authorized	10,000,000	10,000,000
Common stock shares, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	100,000,000	100,000,000
Common stock shares, issued	9,631,088	4,296,979
Common stock shares, outstanding	9,631,088	4,296,979

Warrants (Details)

Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Warrants Details
Warrants issued and exercisable, beginning	662,474	68,400
Granted	1,195,866	594,074
Expired	0	0
Exercised	0	0
Warrants issued and exercisable, ending	1,858,340	662,474
Weighted average exercise price, beginning	$ 7.37	$ 7.37
Weighted average exercise price, Granted	5.57	7.37
Weighted average exercise price warrants, Expired	0	0
Weighted average exercise price warrants, Exercised	0	0
Weighted average exercise price, ending	$ 5.66	$ 7.37

Warrants (Details 1)

Warrants (Details 1)	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Exercise price | $ / shares	$ 7.37
Number of shares under warrants | shares	101,323
Weighted average remaining contract life in years	4 years 6 months 18 days
Warrant 1
Exercise price | $ / shares	$ 4.76
Number of shares under warrants | shares	32,376
Weighted average remaining contract life in years	3 years 7 months 10 days
Warrant 2
Exercise price | $ / shares	$ 5.50
Number of shares under warrants | shares	717,540
Weighted average remaining contract life in years	4 years 1 month 24 days
Warrant 3
Exercise price | $ / shares	$ 5.58
Number of shares under warrants | shares	959,101
Weighted average remaining contract life in years	4 years 4 months 3 days
Warrant 4
Exercise price | $ / shares	$ 6.60
Number of shares under warrants | shares	48,000
Weighted average remaining contract life in years	4 years 1 month 24 days

Interest Expense (Details Narra

Interest Expense (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Interest expense	$ 5,937,486	$ 1,587,533
Convertible Notes [Member]
Interest expense	2,044,220	1,561,677
Promissory Notes [Member]
Interest expense	$ 1,144,865	$ 0

Leases (Details)

Leases (Details)	Dec. 31, 2016USD ($)
Leases [Abstract]
2,017	$ 106,450
2,018	71,468
2,019	71,468
2,020	71,468
2,021	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Gross deferred tax assets:
Net operating loss carry-forwards	$ 6,962,000	$ 4,080,000
Temporary differences	913,000	(173,000)
Deferred tax asset valuation allowance	(7,875,000)	(3,907,000)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details 1
Income taxes benefit (expense) at statutory rate	34.00%	34.00%
State income tax, net of federal benefit	11.00%	11.00%
Non-deductible expenses	(24.00%)	0.00%
Change in valuation allowance	(21.00%)	(45.00%)
Total	0.00%	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax asset valuation allowance	$ (7,875,000)	$ (3,907,000)
Federal
Net operating loss carry-forwards	9,240,000
State
Net operating loss carry-forwards	$ 9,349,000

Net Loss per Common Share (Deta

Net Loss per Common Share (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Warrants
Anti-dilutive shares excluded from earnings per share	1,858,340	662,474
Convertible Debt
Anti-dilutive shares excluded from earnings per share	0	1,141,769
Preferred Stock
Anti-dilutive shares excluded from earnings per share	0	1,731,949

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
General & administrative expenses	$ 4,129,053	$ 3,330,752
Accounts payable	1,471,280	781,985
JIST
General & administrative expenses	0	478,400
Accounts payable	0	508,300
RHMS
General & administrative expenses	0	27,750
Accounts payable	38,453	38,453
Consultant [Member]
General & administrative expenses	0	0
Accounts payable	$ 90,000	$ 90,000