Entero Therapeutics (ENTO) 10-Q 13 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document and Entity Information
Entity Registrant Name	AzurRx BioPharma, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Entity Central Index Key	1,604,191
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,554,146
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	2,017
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 2,946,252	$ 1,773,525
Other receivables	173,589	961,038
Prepaid expenses	64,984	229,411
Total Current Assets	3,184,825	2,963,974
Property, equipment, and leasehold improvements, net	147,677	151,622
Other Assets:
In process research & development, net	309,899	301,531
License agreements, net	1,190,317	1,534,487
Goodwill	1,973,056	1,767,550
Deposits	30,594	34,678
Total Other Assets	3,503,866	3,638,246
Total Assets	6,836,368	6,753,842
Current Liabilities:
Accounts payable and accrued expenses	1,533,451	1,397,530
Accounts payable and accrued expenses - related party	854,231	780,931
Convertible debt (net of unamortized issuance costs)	379,432	155,187
Interest payable	7,192	7,192
Total Current Liabilities	2,730,914	2,340,840
Contingent consideration	1,310,000	1,200,000
Total Liabilities	4,040,914	3,540,840
Stockholders' Equity:
Convertible preferred stock, par value $0.0001 per share; 10,000,000 shares authorized and 0 shares issued and outstanding at June 30, 2017 and December 31, 2016; liquidation preference approximates par value	0	0
Common stock, par value $0.0001 per share; 100,000,000 shares authorized; 11,421,702 and 9,631,088 shares issued and outstanding, respectively, at September 30, 2017 and December 31, 2016	1,142	963
Additional paid in capital	35,319,306	27,560,960
Accumulated deficit	(31,502,418)	(22,887,046)
Accumulated other comprehensive loss	(1,022,576)	(1,461,875)
Total Stockholders' Equity	2,795,454	3,213,002
Total Liabilities and Stockholders' Equity	$ 6,836,368	$ 6,753,842

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
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, issued	0	0
Preferred stock shares, outstanding	0	0
Common stock shares, par value	$ 0.0001	$ 0.0001
Common stock shares, authorized	100,000,000	100,000,000
Common stock shares, issued	11,421,702	9,631,088
Common stock shares, outstanding	11,421,702	9,631,088

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Research and development expenses	$ 966,685	$ 744,309	$ 2,244,244	$ 2,270,546
General & administrative expenses	2,009,432	543,721	5,564,800	2,089,672
Fair value adjustment, contingent consideration	(250,000)	900,000	110,000	900,000
Loss from operations	(2,726,117)	(2,188,030)	(7,919,044)	(5,260,218)
Other:
Interest expense	(408,106)	(724,867)	(696,327)	(1,826,610)
Fair value adjustment, warrants	0	(285,271)	0	(1,873,311)
Total other	(408,106)	(1,010,138)	(696,327)	(3,699,921)
Loss before income taxes	(3,134,223)	(3,198,168)	(8,615,371)	(8,960,139)
Income taxes	0	0	0	0
Net loss	(3,134,223)	(3,198,168)	(8,615,371)	(8,960,139)
Other comprehensive loss:
Foreign currency translation adjustment	439,299	63,546	439,299	132,290
Total comprehensive loss	$ (2,694,924)	$ (3,134,622)	$ (8,176,072)	$ (8,827,849)
Basic and diluted weighted average shares outstanding	11,242,616	6,028,928	10,318,709	5,586,548
Loss per share - basic and diluted	$ (.28)	$ (0.53)	$ (0.83)	$ (1.60)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning Balance, Shares at Dec. 31, 2015	71	4,296,979
Beginning Balance, Amount at Dec. 31, 2015	$ 3,479,000	$ 430	$ 2,532,188	$ (8,295,384)	$ (1,346,064)	$ (3,629,830)
Common stock and warrants issued from private placement, Shares	(71)	1,731,949
Common stock and warrants issued from private placement, Amount	$ (3,479,000)	$ 173	3,478,827
Warrants issued to investment bankers/consultants			55,097			55,097
Beneficial conversion feature on convertible debt issuances			36,670			36,670
Foreign currency translation adjustment					132,290	132,290
Net loss				(8,960,139)		(8,960,139)
Ending Balance, Shares at Sep. 30, 2016	0	6,028,928
Ending Balance, Amount at Sep. 30, 2016	$ 0	$ 603	6,102,782	(17,255,522)	(1,213,774)	(12,365,911)
Beginning Balance, Shares at Dec. 31, 2016	0	9,631,088
Beginning Balance, Amount at Dec. 31, 2016	$ 0	$ 963	27,560,960	(22,887,046)	(1,461,875)	3,213,002
Common stock and warrants issued from private placement, Shares		1,542,858
Common stock and warrants issued from private placement, Amount		$ 154	5,009,071			5,009,225
Common stock issued from conversion of convertible debt, Shares		189,256
Common stock issued from conversion of convertible debt, Amount		$ 19	717,107			717,126
Stock-based compensation			588,151			588,151
Restricted stock granted to consultants, Shares		58,500
Restricted stock granted to consultants, Amount		$ 6	225,179			225,185
Warrants issued to investment bankers/consultants			576,902			576,902
Warrants issued in association with convertible debt issuances			246,347			246,347
Beneficial conversion feature on convertible debt issuances			395,589			395,589
Foreign currency translation adjustment					439,299	439,299
Net loss				(8,615,371)		(8,615,371)
Ending Balance, Shares at Sep. 30, 2017	0	11,421,702
Ending Balance, Amount at Sep. 30, 2017	$ 0	$ 1,142	$ 35,319,306	$ (31,502,418)	$ (1,022,576)	$ 2,795,454

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (8,615,371)	$ (8,960,139)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	35,851	33,097
Amortization	520,734	522,324
Fair value adjustment, warrants	0	1,873,311
Fair value adjustment, contingent consideration	110,000	900,000
Stock-based compensation	588,151	0
Restricted stock granted to consultants	225,179	0
Warrants issued to consultants	576,902	55,097
Accreted interest on convertible debt	96,558	1,017,705
Convertible debt beneficial conversion feature	368,850	36,669
Accreted interest on debt discount - warrants	229,695	766,230
Changes in assets and liabilities, net of effects of acquisition:
Other receivables	861,507	908,667
Prepaid expenses	165,213	(628,256)
Deposits	5,625	(9,524)
Accounts payable and accrued expenses	115,602	960,863
Interest payable	0	6,006
Net cash used in operating activities	(4,715,504)	(2,517,950)
Cash flows from investing activities:
Purchase of property and equipment	(31,953)	(13,140)
Net cash used in investing activities	(31,953)	(13,140)
Cash flows from financing activities:
Repayments of notes payable	(155,187)	0
Proceeds from issuances of convertible debt	1,000,000	2,094,000
Net proceeds from issuances of common stock and warrants	5,009,225	0
Net cash provided by financing activities	5,854,038	2,094,000
Increase (decrease) in cash	1,106,581	(437,090)
Effect of exchange rate changes on cash	66,146	(16,076)
Cash, beginning balance	1,773,525	581,668
Cash, ending balance	2,946,252	128,502
Supplemental disclosures of cash flow information:
Cash paid for interest	1,224	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Conversion of preferred shares into common shares by Protea	0	3,479,000
Conversion of convertible promissory notes into convertible debt	0	135,000
Conversion of convertible debt into common shares	$ 717,107	$ 0

The Company, Basis of Presentat

The Company, Basis of Presentation, and Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
The Company, Basis of Presentation, and Recent Accounting Pronouncements	The Company AzurRx BioPharma, Inc. (“ AzurRx Parent ProteaBio Europe SAS AES Company AzurRx, through its AES 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, i.e. the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation. The Company’s current product pipeline consists of two therapeutic proteins under development: ● MS1819 - a yeast derived recombinant lipase for exocrine pancreatic insufficiency (“ EPI CP CF ● AZ1101- an enzymatic combination of bacterial origin for the prevention of hospital-acquired infections and antibiotic-associated diarrhea (“ AAD Recent Developments TransChem Sublicense On August 7, 2017, the Company entered into a Sublicense Agreement with TransChem, Inc., pursuant to which TransChem granted to the Company an exclusive license to patents and patent applications relating to Helicobacter pylori 5’methylthioadenosine nucleosidase inhibitors (the “Licensed Patents Sublicense Agreement R&D The Licensed Patents will allow the Company to develop compounds for treating gastrointestinal, lung and other infections which are specific to individual bacterial species. H.pylori bacterial infections are a major cause of chronic gastritis, peptic ulcer disease, gastric cancer and other diseases. Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP SEC The unaudited interim consolidated financial statements include the accounts of AzurRx and its wholly-owned subsidiary, AzurRx Europe SAS Intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited interim 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 and had an accumulated deficit of approximately $31,502,000 at September 30, 2017. The Company currently believes that its cash on hand will sustain its operations until April 2018. 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 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The accompanying unaudited interim consolidated financial statements are prepared in conformity with U.S. GAAP, 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 revenue 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 of cash. 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 September 30, 2017 and December 31, 2016, the Company had approximately $1,653,000 and $1,279,000, 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. 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 period end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the periods presented. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity (deficit). Equity-Based Payments to Non-Employees The Company accounts for equity instruments, including restricted stock, stock options and warrants, issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of (i) the date of grant if nonforfeitable and fully vested, or (ii) the date the non-employee's performance is completed and there is no further associated performance commitment. The fair value of unvested equity instruments granted to non-employees is re-measured at each reporting date, and the resulting change in value, if any, is recognized as expense during the period the related services are rendered. The expense is recognized in the same manner as if we had paid cash for the services provided by the non-employees. Research and Development R&D costs are charged to operations when incurred and are included in operating expenses. R&D 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. Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“ FASB ASU In January 2017, the FASB issued guidance to simplify the subsequent measurement of goodwill impairment. The new guidance eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by reducing the goodwill balance by the difference between the carrying value and the reporting unit’s fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance and believes that the adoption of this pronouncement will have an impact on the Company’s measurement of goodwill impairment. 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 unaudited interim consolidated financial statements. The Company would have to capitalize its operating leases (rent for office and research facilities) on its balance sheet. 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. 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 follow the provisions of the new standard.

Fair Value Disclosures

Fair Value Disclosures	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. At September 30, 2017 and December 31, 2016, the Company had Level 3 instruments consisting of contingent consideration in connection with the Protea Europe SAS acquisition, see Note 6. 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 At September 30, 2017: Contingent Consideration $ 1,310,000 $ - $ - $ 1,310,000 At December 31, 2016: Contingent Consideration $ 1,200,000 $ - $ - $ 1,200,000 The following table provides a reconciliation of the fair value of liabilities using Level 3 significant unobservable inputs: Contingent Consideration Balance at December 31, 2016 $ 1,200,000 Change in fair value 110,000 Balance at September 30, 2017 $ 1,310,000 The contingent consideration was valued by incorporating a series of Black-Scholes Option Pricing Models (“ BSM The fair value of the Company's financial instruments are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value At September 30, 2017: Cash $ 2,946,252 $ - $ 2,946,252 $ - $ - Other receivables $ 173,589 $ - $ - $ 173,589 $ 173,589 Convertible debt $ 336,040 $ - $ - $ 379,432 $ 379,432 At December 31, 2016: Cash $ 1,773,525 $ - $ 1,773,525 $ - $ - Other receivables $ 961,038 $ - $ - $ 961,038 $ 961,038 Convertible debt $ 155,187 $ - $ - $ 155,187 $ 155,187 The fair value of other receivables approximates carrying value as these consist primarily of French R&D tax credits that are normally received within nine months from year end and amounts due from our collaboration partner, Mayoly. See Note 14. The fair value of note payable approximates carrying value due to the terms of such instruments and applicable interest rates. The fair value of convertible debt is based on the par value plus accrued interest through the date of reporting due to the terms of such instruments and interest rates, or the current interest rates of similar instruments.

Other Receivables

Other Receivables	9 Months Ended
	Sep. 30, 2017
Other Receivables
Other Receivables	Other receivables consisted of the following: September 30, December 31, 2017 2016 R&D tax credits $ - $ 758,305 Other 173,589 202,733 Total $ 173,589 $ 961,038 The R&D tax credits are refundable tax credits for R&D conducted in France. Other consists primarily of amounts due from our collaboration partner, Mayoly, and non-income tax related items from French government entities. See Note 14.

Property, Equipment, and Leaseh

Property, Equipment, and Leasehold Improvements	9 Months Ended
	Sep. 30, 2017
Property Equipment And Leasehold Improvements
Property, Equipment, and Leasehold Improvements	Property, equipment and leasehold improvements consisted of the following: September 30, December 31, 2017 2016 Laboratory equipment $ 165,611 $ 165,611 Computer equipment 44,364 19,718 Office equipment 36,334 29,006 Leasehold improvements 29,163 29,163 Total property, plant and equipment 275,472 243,498 Less accumulated depreciation (127,795 ) (91,876 ) Property, plant and equipment, net $ 147,677 $ 151,622 Depreciation expense for the three months ended September 30, 2017 and 2016 was $12,727 and $11,167, respectively. Depreciation expense for the nine months ended September 30, 2017 and 2016 was $35,851 and $33,097, respectively. Depreciation expense is included in general and administrative (“ G&A

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	Sep. 30, 2017
Intangible Assets And Goodwill
Intangible Assets and Goodwill	Intangible assets are as follows: September 30, December 31, 2017 2016 In process research and development $ 427,038 $ 382,560 Less accumulated amortization (117,139 ) (81,029 ) In process research and development, net $ 309,899 $ 301,531 License agreements $ 3,483,855 $ 3,120,991 Less accumulated amortization (2,293,538 ) (1,586,504 ) License agreements, net $ 1,190,317 $ 1,534,487 Amortization expense for the three months ended September 30, 2017 and 2016 was $164,877 and $174,077, respectively. Amortization expense for the nine months ended September 30, 2017 and 2016 was $520,734 and $522,324, respectively. As of September 30, 2017, amortization expense is expected to be as follows for the next five years: 2017 (balance of the year) $ 183,089 2018 732,358 2019 354,940 2020 35,587 2021 35,587 2022 35,587 Goodwill is as follows: Goodwill Balance at December 31, 2016 $ 1,767,550 Foreign currency translation 205,506 Balance at September 30, 2017 $ 1,973,056

Contingent Consideration

Contingent Consideration	9 Months Ended
	Sep. 30, 2017
Contingent Consideration
Contingent Consideration	On June 13, 2014, the Company completed a stock purchase agreement (the “ SPA Protea Group FDA NDA BLA

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2017
Accounts Payable
Accounts Payable and Accrued Expenses	Note 7 - Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: September 30, December 31, 2017 2016 Trade payables $ 1,287,922 $ 1,072,358 Accrued payroll 245,529 325,172 Total $ 1,533,451 $ 1,397,530

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2017
Convertible Promissory Notes
Notes Payable	On October 11, 2016, the Company entered into a 9-month financing agreement for its directors and officer’s liability insurance in the amount of $232,000 that bears interest at an annual rate of 2.7%. Monthly payments, including principal and interest, were $26,069 per month. Amounts due under this financing agreement have been fully repaid at September 30, 2017. The balance due under this financing agreement at December 31, 2016 was $155,187.

Original Issue Discounted Conve

Original Issue Discounted Convertible Notes and Warrants	9 Months Ended
	Sep. 30, 2017
Original Issue Discounted Convertible Notes
Original Issue Discounted Convertible Notes and Warrants	Lincoln Park OID Debenture On April 11, 2017, the Company entered into a Note Purchase Agreement with Lincoln Park Capital Fund, LLC (“ LPC Debenture Tax Credit Extension Option The principal and original issue discount amount of the Debenture is convertible into shares of the Company’s common stock at LPC’s option, at a conversion price equal to $3.872 (“ Conversion Price In connection with the issuance of the Debenture, the Company issued to LPC a warrant giving LPC the right to purchase 164,256 shares of the Company’s common stock at an exercise price of $4.2592 per share (“ LPC Warrant The obligations under the Debenture are guaranteed by AES, as well as a security agreement providing LPC with a secured interest in the Tax Credit. The Company also entered into a Registration Rights Agreement granting LPC certain registration rights with respect to the shares of common stock issuable upon conversion of the Debenture, and upon exercise of the LPC Warrants. All of these shares were registered pursuant to a registration statement on Form S-1 declared effective by the SEC on August 11, 2017. The Company accounted for the warrant feature of the Debenture based upon the relative fair value of the warrants on the date of issuance of $246,347, which was recorded as additional paid in capital and a discount to the Debenture. The proceeds received from the issuance of the Debenture were allocated based on the relative fair values of the Debenture and the LPC Warrant. The Company determined that there was a beneficial conversion feature (“ BCF The effective interest rate after the allocation of proceeds to the LPC Warrant and the BCF is 363%. For the three and nine months ended September 30, 2017, the Company recorded $408,048 and $695,103, respectively, of interest expense related to the original issue discount, warrant features, and beneficial conversion features of the Debenture. For the three and nine months ended September 30, 2017, $51,349 and $96,558, respectively, of these amounts was accreted interest expense related to the original issue discount feature of the Debenture that also increased the outstanding balance of convertible debt by the same amount. For the three and nine months ended September 30, 2017, $136,885 and $229,695, respectively, of these amounts was amortization of the debt discount related to the warrant features of the Debenture. For the three and nine months ended September 30, 2017, $219,814 and $368,850, respectively, of these amounts was amortization of the debt discount related to the beneficial conversion feature of the Debenture that also increased the outstanding balance of convertible debt by the same amount. March 2016 OID Notes On March 31, 2016, the Company issued original issue discounted convertible notes at 92% of the principal amount of the notes due on November 4, 2016 with a conversion price of $4.65 per share, issued 39,446 new warrants with a strike price of $5.58 per share, and adjusted the strike price to $5.58 share on 528,046 warrants. For the three and nine months ended September 30, 2016, the Company recorded $724,246 and $1,820,604, respectively, of interest expense related to the original issue discount, warrant features, and beneficial conversion features of these notes. For the three and nine months ended September 30, 2016, $380,206 and $1,017,705, respectively, of these amounts was 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 three and nine months ended September 30, 2016, $310,784 and $766,230, respectively, of these amounts was amortization of the debt discount related to the warrant features of the notes. For the three and nine months ended September 30, 2016, $33,256 and $36,669, respectively, of these amounts was amortization of the debt discount related to the beneficial conversion feature of the note that also increased the outstanding balance of the convertible debt by the same amount. Upon consummation of the Company’s initial public offering (“ IPO 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 September 30, 2016 by recording a fair value adjustment for the three and nine months ended September 30, 2016 of ($285,271) and ($1,873,311), respectively. There was no original issue discounted convertible notes outstanding at December 31, 2016. Convertible Debt consisted of: September 30, December 31, 2017 2016 Convertible debt $ 346,021 $ - Accreted OID interest 33,411 - Unamortized debt discount - warrants (16,652 ) - Unamortized debt discount - BCF (26,740 ) - Total convertible debt $ 336,040 $ -

Equity

Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Equity	Common Stock At September 30, 2017 and December 31, 2016, the Company had 11,421,702 and 9,631,088, respectively, of shares of its common stock issued and outstanding. Stock Option Plan The Company’s Board of Directors (the “ Board 2014 Plan Series A Convertible Preferred Stock At September 30, 2017 and December 31, 2016, there were no shares of Series A Convertible Preferred Stock (“ Series A Preferred Restricted Stock During the three months ended September 30, 2017, 222,444 During the nine months ended September 30, 2017, 280,944 shares of restricted common stock were granted to employees and consultants with a total value of $1,116,853. During the nine months ended September 30, 2017, 93,464 restricted shares of common stock vested with a value of $367,319. The restricted common stock granted in the three and nine months ended September 30, 2017 have vesting terms ranging from immediately to three years, or based on the Company achieving certain milestones as set forth in the following paragraph. As of September 30, 2017, the Company had unrecognized restricted common stock expense of $749,534. $324,534 of this unrecognized expense will be recognized over the average remaining vesting term of the restricted common stock of 2.80 years. $425,000 of this unrecognized expense vests (i) 75% upon FDA acceptance of an Investigational New Drug (“IND” No restricted common stock was granted in the three and nine months ended September 30, 2016. On July 24, 2017, the Company entered into a consulting agreement that includes a grant of 40,000 restricted shares of common stock to the consultant contingent upon the approval of the Board which, as of November 13, 2017, has not yet been granted. June 2017 Private Placement On June 5, 2017, the Company entered into Securities Purchase Agreements (the “Purchase Agreements” Investors Series A Warrant Series A-1 Warrant Units Financing Placement agent fees of $350,475 were paid to Alexander Capital L.P. (“ Alexander Capital Alexander Investors Placement Agent Warrants On June 20, 2017, the Company and Investors executed an amendment to the Purchase Agreements to authorize the Company to issue up to $400,000 of additional Units, and on July 5, 2017, the Company issued additional Units resulting in gross proceeds of $400,000 (“ Subsequent Closing n with the Subsequent Closing, the Company issued 114,283 shares of common stock and Series A and A-1 Warrants to purchase 28,572 and 85,715 shares, respectively. The placement agent fees are netted against the proceeds in the Consolidated Statements of Changes in Stockholders' (Deficit) Equity. The Company also entered into a Registration Rights Agreement granting the Investors certain registration rights with respect to the shares of common stock issued in connection with the June 2017 Private Placement, as well as the shares of common stock issuable upon exercise of the Series A Warrants and Series A-1 Warrants. All of these shares have been registered pursuant to the registration statement on Form S-1 declared effective by the SEC on August 11, 2017.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2017
Warrants Abstract
Warrants	Stock warrant transactions for the nine months ended September 30, 2017 and 2016 were as follows: Warrants Exercise Price Per Share Weighted Average Exercise Price Warrants outstanding and exercisable at January 1, 2016 662,474 $ 7.37 $ 7.37 Granted during the period 430,326 $ 5.58 $ 5.58 Expired during the period — — — Exercised during the period — — — Warrants outstanding and exercisable at September 30, 2016 1,092,800 $ 5.58 - $7.37 $ 5.78 Warrants outstanding and exercisable at January 1, 2017 1,858,340 $ 4.76 - $7.37 $ 5.66 Granted during the period 2,040,824 $ 3.53 - $6.50 $ 5.16 Expired during the period — — — Exercised during the period — — — Warrants outstanding and exercisable at September 30, 2017 3,899,164 $ 3.53 - $7.37 $ 5.40 Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 3.53 - $4.00 435,714 0.75 $ 4.01 - $5.50 2,121,316 4.42 $ 5.51 - $6.50 1,192,811 3.74 $ 6.51 - $7.37 149,323 3.52 Total 3,899,164 3.77 $ 5.40 During the three months ended September 30, 2017, no warrants were issued to consultants. 24,599 warrants issued to consultants were earned and expensed in the three months ended September 30, 2017 with a value of $64,962. During the nine months ended September 30, 2017, 250,000 warrants were issued to consultants. 239,037 warrants issued to consultants were earned and expensed in the nine months ended September 30, 2017 with a value of $550,012. The earned and expensed amounts were included in G&A expenses. The 10,963 remaining warrants will vest in the fourth quarter of 2017. During the three months ended September 30, 2017, 114,283 warrants were issued in association with the June 2017 Private Placement of the Company’s common stock with a value of $185,452, which had no effect on expense or stockholders’ equity. During the nine months ended September 30, 2017, 1,542,858 During the three and nine months ended September 30, 2017, 83,710 During the three months ended September 30, 2016, no warrants were issued to investment bankers. During the nine months ended September 30, 2016, 41,118 warrants were issued to investment bankers in association with the placement of original issue discounted convertible notes that vested immediately with a value of $55,097. These amounts were included in G&A expenses. The weighted average fair value of warrants granted to non-employees during the three months ended September 30, 2017 and 2016 was $2.13 and $1.34, respectively. The weighted average fair value of warrants granted to non-employees during the nine months ended September 30, 2017 and 2016 was $2.40 and $1.34, respectively. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: September 30 , 2017 Expected life (in years) 5 Volatility 87% Risk-free interest rate 1.82%-1.92% Dividend yield —% The expected term of the warrants is based on the actual term of the warrants. Volatility is based on the historical volatility of several public entities that are similar to the Company. The Company bases volatility this way because it does not have sufficient historical transactions in its own shares on which to solely base expected volatility. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. The Company has not historically declared any dividends and does not expect to in the future.

Stock-Based Compensation Plan

Stock-Based Compensation Plan	9 Months Ended
	Sep. 30, 2017
Stock-based Compensation Plan
Stock-Based Compensation Plan	Under the 2014 Plan, the fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the common stock price and the assumed risk-free interest rate. The Company recognizes stock-based compensation expense for only those shares expected to vest over the requisite service period of the award. No compensation cost is recorded for options that do not vest and the compensation cost from vested options, whether forfeited or not, is not reversed. During the three months ended September 30, 2017, 355,000 stock options were granted with exercise prices ranging from $3.60 to $4.39 and lives ranging from five to ten years. 7,500 options vested in the three months ended September 30, 2017 having a fair value of $29,018. The weighted average fair value of stock options granted to employees during the three months ended September 30, 2017 was $2.48. During the nine months ended September 30, 2017, 545,000 stock options were granted with exercise prices ranging from $3.60 to $4.48 and lives ranging from five to ten years. 150,000 options vested in the nine months ended September 30, 2017 having a fair value of $580,351. The weighted average fair value of stock options granted to employees during the nine months ended September 30, 2017 was $2.96. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: Expected life (in years) 5 - 10 Volatility 71% - 90% Risk-free interest rate 1.78% - 2.48% Dividend yield —% The expected term of the options is based on expected future employee exercise behavior. Volatility is based on the historical volatility of several public entities that are similar to the Company. The Company bases volatility this way because it does not have sufficient historical transactions in its own shares on which to solely base expected volatility. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. The Company has not historically declared any dividends and does not expect to in the future. During the three and nine months ended September 30, 2016, no stock options were granted. The Company realized no income tax benefit from stock option exercises in each of the periods presented due to recurring losses and valuation allowances. Stock option activity under the 2014 Plan is as follows: Weighted Average Weighted Average Remaining Aggregate Number Exercise Contract Life Intrinsic of Shares Price in Years Value Stock options outstanding at January 1, 2017 - - Granted during the period 545,000 $ 4.05 7.38 $ - Expired during the period - - Exercised during the period - - Stock options outstanding at September 30, 2017 545,000 $ 4.05 7.38 $ - Exercisable at September 30, 2017 150,000 $ 4.48 7.38 $ - Non-vested stock options outstanding at January 1, 2017 - - Granted during the period 395,000 $ 3.89 6.64 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at September 30, 2017 395,000 $ 3.89 6.64 $ - 548,087 options were available for future issuance under the 2014 Plan as of September 30, 2017. As of September 30, 2017, the Company had unrecognized stock-based compensation expense of $1,034,409. $154,756 of this unrecognized expense will be recognized over the average remaining vesting term of the options of 1.35 years. $879,650 of this unrecognized expense vests (i) 75% upon FDA acceptance of a U.S. IND application for MS1819, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819. Neither of these milestones are considered probable at September 30, 2017.

Interest Expense

Interest Expense	9 Months Ended
	Sep. 30, 2017
Interest Expense [Abstract]
Interest Expense	During the three months ended September 30, 2017 and 2016, the Company incurred $408,106 and $724,867, respectively, of interest expense. During the three months ended September 30, 2017 and 2016, $408,048 and $724,246, respectively, of these amounts 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 three months ended September 30, 2017 and 2016, the Company incurred $0 and $621, respectively, of interest expense in connection with promissory notes issued by the Company. During the three months ended September 30, 2017 and 2016, the Company also incurred $58 and $0, respectively, of miscellaneous interest expense. During the nine months ended September 30, 2017 and 2016, the Company incurred $696,327 and $1,826,610, respectively, of interest expense. During the nine months ended September 30, 2017 and 2016, $695,103 and $1,820,603, respectively, of these amounts 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 nine months ended September 30, 2017 and 2016, the Company incurred $0 and $6,007, respectively, of interest expense in connection with promissory notes issued by the Company. During the nine months ended September 30, 2017 and 2016, the Company also incurred $1,224 and $0, respectively, of miscellaneous interest expense.

Agreements

Agreements	9 Months Ended
	Sep. 30, 2017
Agreements
Agreements	Mayoly Agreement During the three months ended September 30, 2017 and 2016, the Company was reimbursed $220,607 and $365,697, respectively, from Mayoly under the Mayoly Agreement. During the nine months ended September 30, 2017 and 2016, the Company was reimbursed $581,325 and $594,356, respectively, from Mayoly under the Mayoly Agreement. 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. Employment Agreement On January 3, 2016, the Company entered into an employment agreement with its President and Chief Executive Officer, Johan (Thijs) Spoor. The employment agreement provides for a term expiring January 2, 2019. Mr. Spoor was granted 100,000 shares of restricted common stock in 2016. Mr. Spoor was originally entitled to 380,000 10-year stock options pursuant to the 2014 Plan. In the first quarter of 2017,100,000 options having a value of $386,900 were granted and expensed. On September 29, 2017, Mr. Spoor was granted 100,000 shares of restricted common stock subject to vesting conditions as follows: (i) 75% upon FDA acceptance of a U.S. IND application for MS1819, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819, in satisfaction of the Company’s obligation to issue the additional 280,000 options to Mr. Spoor described above. Also on September 29, 2017, the Board approved a 2016 annual incentive bonus equal to 40% of Mr. Spoor’s current base salary pursuant to his employment agreement in the amount of $170,000. On September 26, 2017, the Company entered into an employment agreement with Maged Shenouda, a member of the Company’s Board of Directors, pursuant to which Mr. Shenouda serves as the Company’s Chief Financial Officer. Mr. Shenouda’s employment agreement provides for the issuance of stock options to purchase 100,000 shares of the Company’s common stock, issuable pursuant to the 2014 Plan. These options will vest as follows, so long as Mr. Shenouda is serving as either Executive Vice-President of Corporate Development or as Chief Financial Officer: (i) 75% upon FDA acceptance of a U.S. IND application for MS1819, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819. The option is exercisable for $4.39 per share, and will expire on September 25, 2027.

Leases

Leases	9 Months Ended
	Sep. 30, 2017
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 $28,294 and $38,582, respectively, in the three months ended September 30, 2017 and 2016. Rental expense amounted to $93,858 and $99,246, respectively, in the nine months ended September 30, 2017 and 2016. Minimum future annual rental payments are as follows: 2017 (balance of the year) $ 32,427 2018 $ 90,177 2019 $ 79,777 2020 $ 79,777

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
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 September 30, 2017 and December 31, 2016, the Company had no tax provision for either jurisdiction. At September 30, 2017 and December 31, 2016, the Company had gross deferred tax assets of approximately $11,283,000 and $7,875,000, 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 $11,283,000 and $7,875,000, respectively, has been established at September 30, 2017 and December 31, 2016. At September 30, 2017, the Company has gross net operating loss (“ NOL Section 382 At September 30, 2017 and December 31, 2016, the Company had approximately $11,825,000 and $8,374,000, respectively, in net operating losses which it can carryforward indefinitely to offset against future French income. At September 30, 2017 and 2016, the Company had taken no uncertain tax positions that would require disclosure under ASC 740, Accounting for Income Taxes.

Net Loss per Common Share

Net Loss per Common Share	9 Months Ended
	Sep. 30, 2017
Net Loss Per Common Share
Net Loss per Common Share	At September 30, 2017, diluted net loss per share did not include the effect of 3,899,164 shares of common stock issuable upon the exercise of outstanding warrants, 545,000 shares of common stock issuable upon the exercise of outstanding options, or 100,000 shares of common stock issuable upon the conversion of convertible debt, as their effect would be antidilutive during the periods prior to conversion. At September 30, 2016, diluted net loss per share did not include the effect of 1,092,800 shares of common stock issuable upon the exercise of outstanding warrants or 2,160,239 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Related Party Transactions	During the year ended December 31, 2015, the Company employed the services of JIST Consulting (“ JIST During the year ended December 31, 2015, the Company's President, Christine Rigby-Hutton, was employed through Rigby-Hutton Management Services (“ RHMS 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 September 30, 2017 and December 31, 2016 is $90,000 for Mr. Borkowski’s services. In July 2016, the Company granted 45,000 shares of restricted common stock to Mr. Borkowski, and 30,000 shares of restricted common stock to each of Mr. Shenouda and Dr. Alastair Riddell, both members of our Board of Directors. 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, or in each case subject to the earlier determination of a majority of the Board. Starting on October 1, 2016 until his appointment as the Company’s Chief Financial Officer on September 25, 2017, the Company used the services of Maged Shenouda as a financial consultant. Expense recorded in G&A expenses in the accompanying statements of operations related to Mr. Shenouda for the three months ended September 30, 2017 and 2016 was $20,000 and $0, respectively. Expense recorded in G&A expenses in the accompanying statements of operations related to Mr. Shenouda for the nine months ended September 30, 2017 and 2016 was $80,000 and $0, respectively. Included in accounts payable at September 30, 2017 and December 31, 2016 is $110,000 and $70,000, respectively, for Mr. Shenouda’s services. On February 3, 2017, the Board granted 30,000 options each to Messrs. Borkowski and Shenouda, and Dr. Riddell, with a total value of $348,210, of which $29,018 and $193,451, respectively, was earned and charged to expense in the three and nine months ended September 30, 2017. During the three and nine months ended September 30, 2017, the Company recorded Board fees of $10,000 and $25,000, respectively, for each of Messrs. Borkowski and Shenouda, and Dr. Riddell, and $10,000 and $20,000, respectively, for Mr. Charles Casamento, a recent addition to our Board of Directors. On June 26, 2017, the Board granted 30,000 shares of restricted common stock each to each of Messrs. Borkowski and Shenouda, and Dr. Riddell, and 25,000 shares of restricted common stock to Mr. Casamento with a total value of $460,000, of which $340,000 was earned and accrued for in the three and nine months ended September 30, 2017. This restricted common stock vests ratably over the term of service of the calendar year. None of this restricted common stock has been issued as of September 30, 2017. On September 29, 2017, the Board granted 100,000 shares of restricted common stock to Johan (Thijs) Spoor, the Company’s Chief Executive Officer, subject to vesting conditions as follows: (i) 75% upon FDA acceptance of a U. S. IND application for MS1819, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819 with a total value of $425,000 to be expensed when the above milestones are probable.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Modification of Lincoln Park Debenture On November 10, 2017, the Company modified its Debenture issued to LPC on April 11, 2017, resulting in an extension of the Maturity Date, as set forth in the Debenture, from November 10, 2017 to November 29, 2017. The Debenture, as modified, allows the Company to elect to extend the Maturity Date to July 11, 2018, provided it provides written notice of its intent to do so no later than November 27, 2017. As consideration for the extension of the Maturity Date, the Company is obligated to issue 30,000 shares of Common Stock to LPC no later than November 15, 2017. We have evaluated subsequent events through November 13 and noted that no additional subsequent events have occurred that are reasonably likely to impact the financial statements.

The Company, Basis of Present26

The Company, Basis of Presentation, and Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2017
Significant Accounting Policies Policies
Use of Estimates	The accompanying unaudited interim consolidated financial statements are prepared in conformity with U.S. GAAP, 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 revenue 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 of cash. 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 September 30, 2017 and December 31, 2016, the Company had approximately $1,653,000 and $1,279,000, 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.
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 period end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the periods presented. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity (deficit).
Equity-Based Payments to Non-Employees	The Company accounts for equity instruments, including restricted stock, stock options and warrants, issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of (i) the date of grant if nonforfeitable and fully vested, or (ii) the date the non-employee's performance is completed and there is no further associated performance commitment. The fair value of unvested equity instruments granted to non-employees is re-measured at each reporting date, and the resulting change in value, if any, is recognized as expense during the period the related services are rendered. The expense is recognized in the same manner as if we had paid cash for the services provided by the non-employees.
Research and development	R&D 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.
Recent Accounting Pronouncements	In July 2017, the Financial Accounting Standards Board (“ FASB ASU In January 2017, the FASB issued guidance to simplify the subsequent measurement of goodwill impairment. The new guidance eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by reducing the goodwill balance by the difference between the carrying value and the reporting unit’s fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance and believes that the adoption of this pronouncement will have an impact on the Company’s measurement of goodwill impairment. 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 unaudited interim consolidated financial statements. The Company would have to capitalize its operating leases (rent for office and research facilities) on its balance sheet. 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. 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 follow the provisions of the new standard.

Fair Value Disclosures (Tables)

Fair Value Disclosures (Tables)	9 Months Ended
	Sep. 30, 2017
Significant Accounting Policies Tables
Financial instruments measured at fair value on a recurring basis	Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 At September 30, 2017: Contingent Consideration $ 1,310,000 $ - $ - $ 1,310,000 At December 31, 2016: Contingent Consideration $ 1,200,000 $ - $ - $ 1,200,000
Fair value of liabilities using Level 3 significant unobservable inputs	Contingent Consideration Balance at December 31, 2016 $ 1,200,000 Change in fair value 110,000 Balance at September 30, 2017 $ 1,310,000
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 At September 30, 2017: Cash $ 2,946,252 $ - $ 2,946,252 $ - $ - Other receivables $ 173,589 $ - $ - $ 173,589 $ 173,589 Convertible debt $ 336,040 $ - $ - $ 379,432 $ 379,432 At December 31, 2016: Cash $ 1,773,525 $ - $ 1,773,525 $ - $ - Other receivables $ 961,038 $ - $ - $ 961,038 $ 961,038 Convertible debt $ 155,187 $ - $ - $ 155,187 $ 155,187

Other Receivables (Tables)

Other Receivables (Tables)	9 Months Ended
	Sep. 30, 2017
Other Receivables Tables
Other receivables	September 30, December 31, 2017 2016 R&D tax credits $ - $ 758,305 Other 173,589 202,733 Total $ 173,589 $ 961,038

Property, Equipment, and Leas29

Property, Equipment, and Leasehold Improvements (Tables)	9 Months Ended
	Sep. 30, 2017
Property Equipment And Leasehold Improvements Tables
Property, equipment and leasehold improvements	September 30, December 31, 2017 2016 Laboratory equipment $ 165,611 $ 165,611 Computer equipment 44,364 19,718 Office equipment 36,334 29,006 Leasehold improvements 29,163 29,163 Total property, plant and equipment 275,472 243,498 Less accumulated depreciation (127,795 ) (91,876 ) Property, plant and equipment, net $ 147,677 $ 151,622

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2017
Intangible Assets And Goodwill Tables
Intangible assets	September 30, December 31, 2017 2016 In process research and development $ 427,038 $ 382,560 Less accumulated amortization (117,139 ) (81,029 ) In process research and development, net $ 309,899 $ 301,531 License agreements $ 3,483,855 $ 3,120,991 Less accumulated amortization (2,293,538 ) (1,586,504 ) License agreements, net $ 1,190,317 $ 1,534,487
Future amortization expense	2017 (balance of the year) $ 183,089 2018 732,358 2019 354,940 2020 35,587 2021 35,587 2022 26,690
Goodwill	Goodwill Balance at December 31, 2016 $ 1,767,550 Foreign currency translation 205,506 Balance at September 30, 2017 $ 1,973,056

Accounts Payable (Tables)

Accounts Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Accounts Payable Tables
Accounts payable and accrued expenses	September 30, December 31, 2017 2016 Trade payables $ 1,287,922 $ 1,072,358 Accrued payroll 245,529 325,172 Total accounts payable and accrued expenses $ 1,533,451 $ 1,397,530

Original Issue Discounted Con32

Original Issue Discounted Convertible Notes and Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Original Issue Discounted Convertible Notes And Warrants Tables
Convertible debt	September 30, December 31, 2017 2016 Convertible debt $ 346,021 $ - Accreted OID interest 33,411 - Unamortized debt discount - warrants (16,652 ) - Unamortized debt discount - BCF (26,740 ) - Total convertible debt $ 336,040 $ -

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Warrants Tables
Stock warrant transactions	Warrants Exercise Price Per Share Weighted Average Exercise Price Warrants outstanding and exercisable at January 1, 2016 662,474 $ 7.37 $ 7.37 Granted during the period 430,326 $ 5.58 $ 5.58 Expired during the period — — — Exercised during the period — — — Warrants outstanding and exercisable at September 30, 2016 1,092,800 $ 5.58 - $7.37 $ 5.78 Warrants outstanding and exercisable at January 1, 2017 1,858,340 $ 4.76 - $7.37 $ 5.66 Granted during the period 2,040,824 $ 3.53 - $6.50 $ 5.16 Expired during the period — — — Exercised during the period — — — Warrants outstanding and exercisable at September 30, 2017 3,899,164 $ 3.53 - $7.37 $ 5.40
Warrants by exercise price	Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 3.53 - $4.00 435,714 0.75 $ 4.01 - $5.50 2,121,316 4.42 $ 5.51 - $6.50 1,192,811 3.74 $ 6.51 - $7.37 149,323 3.52 Total 3,899,164 3.77 $ 5.40
Assumptions	September 30, 2017 Expected life (in years) 5 Volatility 87% Risk-free interest rate 1.82%-1.92% Dividend yield —%

Stock-Based Compensation Plan (

Stock-Based Compensation Plan (Tables)	9 Months Ended
	Sep. 30, 2017
Stock-based Compensation Plan Tables
Assumptions	Expected life (in years) 10-May Volatility 71% - 90% Risk-free interest rate 1.78% - 2.48% Dividend yield —%
Stock option activity	Weighted Average Weighted Average Remaining Aggregate Number Exercise Contract Life Intrinsic of Shares Price in Years Value Stock options outstanding at January 1, 2017 - - Granted during the period 545,000 $ 4.05 7.38 $ - Expired during the period - - Exercised during the period - - Stock options outstanding at September 30, 2017 545,000 $ 4.05 7.38 $ - Exercisable at September 30, 2017 150,000 $ 4.48 7.38 $ - Non-vested stock options outstanding at January 1, 2017 - - Granted during the period 395,000 $ 3.89 6.64 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at September 30, 2017 395,000 $ 3.89 6.64 $ -

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2017
Leases [Abstract]
Minimum future annual rental payments	2017 (balance of the year) $ 32,427 2018 $ 90,177 2019 $ 79,777 2020 $ 79,777

The Company, Basis of Present36

The Company, Basis of Presentation, and Recent Accounting Pronouncements (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Company And Basis Of Presentation Details Narrative
State of incorporation	Delaware
Date of incorporation	Jan. 30, 2014
Accumulated deficit	$ (31,502,418)	$ (22,887,046)
Cash in excess of FDIC limit		$ 1,279,000

Fair Value Disclosures (Details

Fair Value Disclosures (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Contingent Consideration	$ 1,310,000	$ 1,200,000
Level 1
Contingent Consideration	0	0
Level 2
Contingent Consideration	0	0
Level 3
Contingent Consideration	$ 1,310,000	$ 1,200,000

Fair Value Disclosures (Detai38

Fair Value Disclosures (Details 1)	9 Months Ended
	Sep. 30, 2017USD ($)
Significant Accounting Policies Details 3
Contingent consideration, beginning	$ 1,200,000
Change in fair value	110,000
Contingent consideration, ending	$ 1,310,000

Fair Value Disclosures (Detai39

Fair Value Disclosures (Details 2) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Cash	$ 0	$ 0
Other receivables	173,589	961,038
Convertible debt	379,432	155,187
Fair Value
Cash	2,946,252	1,773,525
Other receivables	173,589	961,038
Convertible debt	336,040	155,187
Level 1
Cash	0	0
Other receivables	0	0
Convertible debt	0	0
Level 2
Cash	2,946,252	1,773,525
Other receivables	0	0
Convertible debt	0	0
Level 3
Cash	0	0
Other receivables	173,589	961,038
Convertible debt	$ 379,432	$ 155,187

Other Receivables (Details)

Other Receivables (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Other Receivables Details
R&D tax credits	$ 0	$ 758,305
Other	173,589	202,733
Other receivables	$ 173,589	$ 961,038

Property, Equipment, and Leas41

Property, Equipment, and Leasehold Improvements (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, equipment and leasehold improvements, gross	$ 275,472	$ 243,498
Less accumulated depreciation	(127,795)	(91,876)
Property, equipment and leasehold improvements, net	147,677	151,622
Laboratory Equipment
Property, equipment and leasehold improvements, gross	165,611	165,611
Computer Equipment
Property, equipment and leasehold improvements, gross	44,364	19,718
Office Equipment
Property, equipment and leasehold improvements, gross	36,334	29,006
Leasehold Improvements
Property, equipment and leasehold improvements, gross	$ 29,163	$ 29,163

Property, Equipment, and Leas42

Property, Equipment, and Leasehold Improvements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property Equipment And Leasehold Improvements Details Narrative
Depreciation expense	$ 12,727	$ 11,167	$ 35,851	$ 33,097

Intangible Assets and Goodwil43

Intangible Assets and Goodwill (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
License Agreements
Intangible assets, gross	$ 3,483,855	$ 3,120,991
Less accumulated amortization	(2,293,538)	(1,586,504)
Intangible assets, net	1,190,317	1,534,487
In Process Research and Development
Intangible assets, gross	427,038	382,560
Less accumulated amortization	(117,139)	(81,029)
Intangible assets, net	$ 309,899	$ 301,531

Intangible Assets and Goodwil44

Intangible Assets and Goodwill (Details 1)	Sep. 30, 2017USD ($)
Amortization expense
2,017	$ 183,089
2,018	732,358
2,019	354,940
2,020	35,587
2,021	35,587
2022 (first nine months)	$ 26,690

Intangible Assets and Goodwil45

Intangible Assets and Goodwill (Details 2)	9 Months Ended
	Sep. 30, 2017USD ($)
Intangible Assets And Goodwill Details 1
Goodwill, beginning	$ 1,767,550
Foreign currency translation	205,506
Goodwill, ending	$ 1,973,056

Intangible Assets and Goodwil46

Intangible Assets and Goodwill (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Intangible Assets And Goodwill Details Narrative
Amortization expense	$ 164,877	$ 174,077	$ 520,734	$ 522,324

Accounts Payable (Details)

Accounts Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounts Payable Details
Trade payables	$ 1,287,922	$ 1,072,358
Accrued payroll	245,529	325,172
Accounts payable, net	$ 1,533,451	$ 1,397,530

Original Issue Discounted Con48

Original Issue Discounted Convertible Notes and Warrants (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Original Issue Discounted Convertible Notes And Warrants Details
Convertible Debt	$ 267,201	$ 0
Accreted OID Interest	96,558	0
Unamortized Debt Discount - Warrants	(48,124)	0
Unamortized Debt Discount - BCF	(77,278)	0
Convertible Debt, Net	$ 379,432	$ 155,187

Equity (Details Narrative)

Equity (Details Narrative) - shares	Sep. 30, 2017	Dec. 31, 2016
Equity Details Narrative
Common stock shares, outstanding	11,421,702	9,631,088

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Warrants issued and exercisable, beginning	1,858,340	662,474
Granted	2,040,824	430,326
Expired	0	0
Exercised	0	0
Warrants issued and exercisable, ending	3,899,164	1,092,800
Exercise Price Outstanding, Beginning		$ 7.37
Exercise Price Granted		5.58
Weighted average exercise price, beginning	$ 5.78	5.66
Weighted average exercise price, Granted	5.58	5.16
Weighted average exercise price warrants, Expired	0	0
Weighted average exercise price warrants, Exercised	0	0
Weighted average exercise price, ending	5.78	5.40
Minimum
Exercise Price Outstanding, Beginning	4.76
Exercise Price Granted	3.53
Exercise Price Outstanding, Ending	3.53	5.78
Maximum
Exercise Price Outstanding, Beginning	7.37
Exercise Price Granted	6.50
Exercise Price Outstanding, Ending	$ 7.37	$ 7.37

Warrants (Details 1)

Warrants (Details 1)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Number of shares under warrants	3,899,164
Weighted average exercise price | $ / shares	$ 5.40
Warrant 1
Exercise price	3.53 - $4.00
Number of shares under warrants	435,714
Weighted average remaining contract life in years	9 months
Warrant 2
Exercise price	4.01 - $5.50
Number of shares under warrants	2,121,316
Weighted average remaining contract life in years	4 years 5 months 1 day
Warrant 3
Exercise price	5.51 - $6.50
Number of shares under warrants	1,192,811
Weighted average remaining contract life in years	3 years 8 months 27 days
Warrant 4
Exercise price	6.51 - $7.37
Number of shares under warrants	149,323
Weighted average remaining contract life in years	3 years 6 months 7 days

Warrants (Details 2)

Warrants (Details 2)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Expected life (in years)		5 years
Volatility	87.00%
Dividend yield	0.00%
Minimum
Risk-free interest rate	1.82%
Maximum
Risk-free interest rate	1.92%

Stock-Based Compensation Plan53

Stock-Based Compensation Plan (Details)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Expected life (in years)		5 years
Volatility	87.00%
Dividend yield	0.00%
Minimum
Risk-free interest rate	1.82%
Maximum
Risk-free interest rate	1.92%
Stock Option
Volatility	87.00%
Dividend yield	0.00%
Stock Option | Minimum
Expected life (in years)	5 years
Volatility	71.00%
Risk-free interest rate	1.78%
Stock Option | Maximum
Expected life (in years)	10 years
Volatility	90.00%
Risk-free interest rate	2.48%

Stock-Based Compensation Plan54

Stock-Based Compensation Plan (Details 1)	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Notes to Financial Statements
Number of Options Outstanding, Beginning | shares	0
Number of Options Granted | shares	545,000
Number of Options Expired | shares	0
Number of Options Exercised | shares	0
Number of Options Outstanding, Ending | shares	545,000
Number of Options Exercisable | shares	150,000
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 0
Weighted Average Exercise Price Granted | $ / shares	4.05
Weighted Average Exercise Price Expired | $ / shares	0
Weighted Average Exercise Price Exercised | $ / shares	0
Weighted Average Exercise Price Outstanding, Ending | $ / shares	4.05
Weighted Average Exercise Price Exercisable | $ / shares	$ 4.48
Weighted Average Remaining Contract Life in Years, Beginning	7 years 4 months 17 days
Weighted Average Remaining Contract Life in Years, Ending	7 years 4 months 17 days
Weighted Average Remaining Contract Life in Years Exercisable	7 years 4 months 17 days
Aggregate Intrinsic Value Outstanding, Beginning | $	$ 0
Aggregate Intrinsic Value Outstanding, Ending | $	0
Aggregate Intrinsic Value Exercisable | $	$ 0

Interest Expense (Details Narra

Interest Expense (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Interest expense	$ 408,106	$ 724,867	$ 696,327	$ 1,826,610
Convertible Notes [Member]
Interest expense	$ 408,048	$ 724,246	$ 695,103	$ 1,820,603

Leases (Details)

Leases (Details)	Sep. 30, 2017USD ($)
Leases [Abstract]
2017 (balance of the year)	$ 32,427
2,018	90,177
2,019	79,777
2,020	$ 79,777

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Gross deferred tax asset	$ 11,283,000	$ 7,875,000
Deferred tax asset valuation allowance	(11,283,000)	(7,875,000)
Net operating loss carry-forwards	$ 13,941,000	$ 12,510,000

Net Loss per Common Share (Deta

Net Loss per Common Share (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Warrants
Anti-dilutive shares excluded from earnings per share	3,899,164	1,092,800
Convertible Debt
Anti-dilutive shares excluded from earnings per share	100,000	2,160,239
Stock Option
Anti-dilutive shares excluded from earnings per share	545,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounts payable	$ 1,533,451	$ 1,397,530
Consultant [Member]
Accounts payable	90,000	90,000
JIST
Accounts payable	478,400	508,300
RHMS
Accounts payable	$ 38,453	$ 38,453