Entero Therapeutics (ENTO) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 14, 2018
Document and Entity Information
Entity Registrant Name	AzurRx BioPharma, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Entity Central Index Key	1,604,191
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		16,762,395
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	2,018
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 574,474	$ 573,471
Other receivables	1,015,345	1,104,134
Prepaid expenses	216,126	274,963
Total Current Assets	1,805,945	1,952,568
Property, equipment, and leasehold improvements, net	148,777	133,987
Other Assets:
In process research & development, net	306,659	307,591
License agreements, net	883,878	1,038,364
Goodwill	2,071,356	2,016,240
Deposits	31,331	30,918
Total Other Assets	3,293,224	3,393,113
Total Assets	5,247,946	5,479,668
Current Liabilities:
Accounts payable and accrued expenses	1,797,221	1,187,234
Accounts payable and accrued expenses - related party	699,411	868,105
Notes payable	80,139	159,180
Convertible debt	235,487	257,365
Interest payable	7,192	7,192
Total Current Liabilities	2,819,450	2,479,076
Contingent consideration	1,330,000	1,340,000
Total Liabilities	4,149,450	3,819,076
Stockholders' Equity:
Convertible preferred stock - Par value $0.0001 per share; 10,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017; liquidation preference approximates par value	0	0
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 12,602,395 and 12,042,574 shares issued and outstanding, respectively, at March 31, 2018 and December 31, 2017	1,260	1,205
Additional paid in capital	39,563,357	37,669,601
Subscriptions receivable	0	(1,071,070)
Accumulated deficit	(37,616,426)	(33,983,429)
Accumulated other comprehensive loss	(849,695)	(955,715)
Total Stockholders' Equity	1,098,496	1,660,592
Total Liabilities and Stockholders' Equity	$ 5,247,946	$ 5,479,668

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
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	12,602,395	12,042,574
Common stock shares, outstanding	12,602,395	12,042,574

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Research and development expenses	$ 1,678,029	$ 534,137
General & administrative expenses	1,916,333	2,174,355
Fair value adjustment, contingent consideration	(10,000)	100,000
Loss from operations	(3,584,362)	(2,808,492)
Other:
Interest expense	(48,635)	(874)
Total other	(48,635)	(874)
Loss before income taxes	(3,632,997)	(2,809,366)
Income taxes	0	0
Net loss	(3,632,997)	(2,809,366)
Other comprehensive loss:
Foreign currency translation adjustment	106,020	61,686
Total comprehensive loss	$ (3,526,977)	$ (2,747,680)
Basic and diluted weighted average shares outstanding	12,447,438	9,631,088
Loss per share - basic and diluted	$ (0.29)	$ (0.29)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Subscriptions Receivable	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning Balance, Shares at Dec. 31, 2016	0	9,631,088
Beginning Balance, Amount at Dec. 31, 2016	$ 0	$ 963	$ 27,560,960	$ 0	$ (22,887,046)	$ (1,461,875)	$ 3,213,002
Stock-based compensation			522,315				522,315
Restricted stock granted to consultants, Amount			81,060				81,060
Warrants issued to investment bankers/consultants			402,318				402,318
Warrant modification							0
Foreign currency translation adjustment						61,686	61,686
Net loss					(2,809,366)		(2,809,366)
Ending Balance, Shares at Mar. 31, 2017	0	9,631,088
Ending Balance, Amount at Mar. 31, 2017	$ 0	$ 963	28,566,653	0	(25,696,412)	(1,400,189)	1,471,015
Beginning Balance, Shares at Dec. 31, 2017	0	12,042,574
Beginning Balance, Amount at Dec. 31, 2017	$ 0	$ 1,205	37,669,601	(1,071,070)	(33,983,429)	(955,715)	1,660,592
Common stock issued to consultants		751
Common stock issued for warrant exercises, Shares		503,070
Common stock issued for warrant exercises, Amount		$ 49	1,253,623	1,071,070			2,324,742
Stock-based compensation			29,018				29,018
Restricted stock granted to consultants, Shares		30,000
Restricted stock granted to consultants, Amount		$ 3	113,697				113,700
Convertible debt converted into common stock, Shares		26,000
Convertible debt converted into common stock, Amount		$ 3	68,670				68,673
Warrant modification			428,748				(428,748)
Foreign currency translation adjustment						106,020	106,020
Net loss					(3,632,997)		(3,632,997)
Ending Balance, Shares at Mar. 31, 2018	0	12,602,395
Ending Balance, Amount at Mar. 31, 2018	$ 0	$ 1,260	$ 39,563,357	$ 0	$ (37,616,426)	$ (849,695)	$ 1,098,496

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (3,632,997)	$ (2,809,366)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	14,763	10,597
Amortization	191,681	166,188
Fair value adjustment, contingent consideration	(10,000)	100,000
Stock-based compensation	29,018	522,315
Restricted stock granted to employees/directors	113,700	0
Restricted stock granted to consultants	0	81,060
Warrants issued to consultants	0	402,318
Accreted interest on convertible debt	46,795	0
Warrant modification	428,748	0
Changes in assets and liabilities, net of effects of acquisition:
Other receivables	120,877	(32,260)
Prepaid expenses	59,625	22,380
Accounts payable and accrued expenses	423,523	371,338
Net cash used in operating activities	(2,214,267)	(1,165,430)
Cash flows from investing activities:
Purchase of property and equipment	(29,521)	(585)
Net cash used in investing activities	(29,521)	(585)
Cash flows from financing activities:
Issuances of common stock	2,324,742	0
Repayments of notes payable	(79,041)	(77,332)
Net cash provided by financing activities	2,245,701	(77,332)
Increase (decrease) in cash	1,913	(1,243,347)
Effect of exchange rate changes on cash	(910)	1,753
Cash, beginning balance	573,471	1,773,525
Cash, ending balance	574,474	531,931
Supplemental disclosures of cash flow information:
Cash paid for interest	1,840	874
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Conversion of convertible debt into common shares	$ 68,673	$ 0

The Company, Basis of Presentat

The Company, Basis of Presentation, and Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2018
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. Our current product pipeline consists of two therapeutic programs under development, each of which are described below: MS1819-SD MS1819-SD is a yeast derived recombinant lipase for exocrine pancreatic insufficiency (“ EPI CP CF Yarrowia lipolytica B-Lactamase Program The Company’s b-lactamase program focuses on products with an n enzymatic combination of bacterial origin for the prevention of hospital-acquired infections and antibiotic-associated diarrhea (“ AAD IND FDA Recent Developments Public Offering of Common Stock On May 3, 2018, the Company completed an underwritten, public offering of 4,160,000 shares of its common stock, par value $0.0001 per share, at a public offering price per share of $2.50, resulting in gross proceeds of $10.4 million (the “ May 2018 Public Offering Oppenheimer The May 2018 Public Offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-221275), filed with the SEC on November 1, 2017, and declared effective on November 17, 2017, including the base prospectus dated November 1, 2017 included therein and the related prospectus supplement, and a registration statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “ Securities Act In addition to the underwriting discount received by Oppenheimer, the Company also issued unregistered warrants to Oppenheimer to purchase up to 208,000 shares of its common stock (the “ Underwriter Warrants Basis of Presentation and Principles of Consolidation 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 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 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 negative working capital at March 31, 2018 of approximately $1,014,000, and had an accumulated deficit of approximately $37,616,000 at March 31, 2018. The Company currently believes that its cash on hand will sustain its operations until July 2019.

Significant Accounting Policies

Significant Accounting Policies and Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2018
Significant Accounting Policies And Recent Accounting Pronouncements
Significant Accounting Policies and Recent Accounting Pronouncements	Use of Estimates The accompanying 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 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 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 March 31, 2018 and December 31, 2017, the Company had approximately $197,757 and $78,859, 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 foreign currency risk as its subsidiary in France has a functional currency in Euros. 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 theequity 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 Research and development (“ R&D 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. 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 believes that the adoption of this pronouncement will not 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 believes that the adoption of this pronouncement will not have a material impact on the Company's financial statements. We believe that the most significant changes relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for office space and research facilities. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company believes that the adoption of this pronouncement will not have an impact on the Company’s 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. 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	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018 and December 31, 2017, the Company had Level 3 instruments consisting of contingent consideration in connection with the Protea Europe SAS acquisition, see Note 7. 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 March 31, 2018: Contingent consideration $ 1,330,000 $ - $ - $ 1,330,000 At December 31, 2017: Contingent consideration $ 1,340,000 $ - $ - $ 1,340,000 The following table provides a reconciliation of the fair value of liabilities using Level 3 significant unobservable inputs: Contingent Consideration Balance at December 31, 2017 $ 1,340,000 Change in fair value (10,000 ) Balance at March 31, 2018 $ 1,330,000 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 March 31, 2018: Cash $ 574,474 $ - $ 574,474 $ - $ 574,474 Other receivables $ 1,015,345 $ - $ - $ 1,015,345 $ 1,015,345 Notes payable $ 80,139 $ - $ - $ 80,139 $ 80,139 Convertible debt $ 235,487 $ - $ - $ 286,529 $ 286,529 At December 31, 2017: Cash $ 573,471 $ - $ 573,471 $ - $ 573,471 Other receivables $ 1,104,134 $ - $ - $ 1,104,134 $ 1,104,134 Notes payable $ 159,180 $ - $ - $ 159,180 $ 159,180 Convertible debt $ 257,365 $ - $ - $ 387,201 $ 387,201 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 Laboratoires Mayoly Spindler SAS (“ Mayoly 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	3 Months Ended
	Mar. 31, 2018
Other Receivables
Other Receivables	Other receivables consisted of the following: March 31, December 31, 2018 2017 R&D tax credits $ 986,649 $ 954,897 Other 28,696 149,237 Total other receivables $ 1,015,345 $ 1,104,134 The R&D tax credits are refundable tax credits for research conducted in France. Other consists primarily of 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	3 Months Ended
	Mar. 31, 2018
Property Equipment And Leasehold Improvements
Property, Equipment, and Leasehold Improvements	Property, equipment and leasehold improvements consisted of the following: March 31, December 31, 2018 2017 Laboratory equipment $ 188,558 $ 165,611 Computer equipment 50,972 44,364 Office equipment 36,334 36,334 Leasehold improvements 29,163 29,163 Total property, plant and equipment 305,027 275,472 Less accumulated depreciation (156,250 ) (141,485 ) Property, plant and equipment, net $ 148,777 $ 133,987 Depreciation expense for the three months ended March 31, 2018 and 2017 was $14,763 and $10,597, respectively. Depreciation expense is included in general and administrative (“ G&A

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2018
Intangible Assets And Goodwill
Intangible Assets and Goodwill	Intangible assets are as follows: March 31, December 31, 2018 2017 In process research and development $ 448,314 $ 436,385 Less accumulated amortization (141,655 ) (128,794 ) In process research and development, net $ 306,659 $ 307,591 License agreements $ 3,657,425 $ 3,560,107 Less accumulated amortization (2,773,547 ) (2,521,743 ) License agreements, net $ 883,878 $ 1,038,364 Amortization expense for the three months ended March 31, 2018 and 2017 was $191,681 and $166,188, respectively. As of March 31, 2018, amortization expense is expected to be as follows for the next five years: 2018 (balance of year) $ 576,633 2019 372,623 2020 37,359 2021 37,359 2022 37,359 2023 37,359 Goodwill is as follows: Goodwill Balance at December 31, 2017 $ 2,016,240 Foreign currency translation 55,116 Balance at March 31, 2018 $ 2,071,356

Contingent Consideration

Contingent Consideration	3 Months Ended
	Mar. 31, 2018
Contingent Consideration
Contingent Consideration	On June 13, 2014, the Company executed a stock purchase agreement (the “ SPA Protea Group FDA NDA BLA

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	3 Months Ended
	Mar. 31, 2018
Accounts Payable
Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consisted of the following: March 31, December 31, 2018 2017 Trade payables $ 1,382,170 $ 705,041 Accrued expenses 290,810 262,200 Accrued payroll 124,241 219,993 Total accounts payable and accrued expenses $ 1,797,221 $ 1,187,234

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2018
Convertible Promissory Notes
Notes Payable	On October 30, 2017, the Company entered into a nine-month financing agreement for its directors and officer’s liability insurance in the amount of $237,137 that bears interest at an annual rate of 5.537%. Monthly payments, including principal and interest, are $26,960 per month. The balance due under this financing agreement at March 31, 2018 and December 31, 2017 was $80,139 and $159,180, respectively.

Original Issue Discounted Conve

Original Issue Discounted Convertible Notes and Warrants	3 Months Ended
	Mar. 31, 2018
Original Issue Discounted Convertible Notes
Original Issue Discounted Convertible Notes and Warrants	LPC OID Debenture On April 11, 2017, the Company entered into a Note Purchase Agreement with Lincoln Park Capital Fund, LLC (“ LPC “Debenture” “Tax Credit” LPC Series A Warrant On November 10, 2017, the Company and LPC modified the Debenture to extend the Maturity Date to November 29, 2017, subject to the Company’s right to extend the Maturity Date to July 11, 2018 (the “Extension Option” LPC Series B Warrant 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 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. For the three months ended March 31, 2018 and 2017, the Company recorded $46,795 and $0, respectively, of interest expense related to the amortization of the debt discount related to the warrant features of the Debenture. Convertible Debt consisted of: March 31, December 31, 2018 2017 Convertible debt $ 261,008 $ 352,713 Accreted OID interest 25,521 34,488 Unamortized debt discount - warrants (51,042 ) (129,836 ) Total convertible debt $ 235,487 $ 257,365

Equity

Equity	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Equity	Common Stock At March 31, 2018 and December 31, 2017, the Company had 12,602,395 and 12,042,574, respectively, of shares of its common stock issued and outstanding. Stock Option Plan The Company’s board of directors and stockholders have adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “ 2014 Plan Series A Convertible Preferred Stock At March 31, 2018 and December 31, 2017, there were no Series A outstanding and all terms of the Series A are still in effect. Restricted Stock During the three months ended March 31, 2018, 61,500 As of March 31, 2018, the Company had unrecognized restricted common stock expense of $612,197. $187,197 of this unrecognized expense will be recognized over the average remaining vesting term of the restricted common stock of 2.40 years. $425,000 of this unrecognized expense vests (i) 75% upon an FDA acceptance of an Investigational New Drug (“IND” During the three months ended March 31, 2017, 21,000 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 May 14, 2018 has not yet been granted. On January 2, 2018, the Company entered into a consulting agreement that includes a grant of 43,000 restricted shares of common stock to the consultant contingent upon the approval of the Board, which as of May 14-1, 2018 has not yet been granted.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2018
Warrants Abstract
Warrants	In January 2018, the Company offered warrant holders the opportunity to exercise their warrants at a reduced strike price of $2.50, and if so elected, would also have the opportunity to reprice other warrants that they continue to hold unexercised to $3.25. The offer, which was effective January 12, 2018, was for the repricing only and did not modify the life of the warrants. Warrant holders of approximately 503,000 shares exercised their warrants and also had other warrants modified on approximately 197,000 shares, which resulted in a charge of approximately $429,000 in the three months ended March 31, 2018. Cash proceeds on the exercise of these warrants as well as the stock subscriptions as of December 31, 2017 of $1,071,070 amounted to approximately $2,300,000 in January 2018. Stock warrant transactions for the periods January 1 through March 31, 2018 and 2017 are as follows: Exercise Weighted Price Per Average Warrants Share Exercise Price Warrants outstanding and exercisable at January 1, 2017 1,858,340 $ 4.76 - $7.37 $ 5.66 Granted during the period 200,000 $ 5.50 - $6.50 $ 6.25 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at March 31, 2017 2,058,340 $ 4.76 - $7.37 $ 5.72 Warrants outstanding and exercisable at January 1, 2018 3,371,385 $ 3.17 - $7.37 $ 5.28 Granted during the period - - - Expired during the period - - - Exercised during the period (503,070 ) $ 2.50 $ 2.50 Warrants outstanding and exercisable at March 31, 2018 2,868,315 $ 3.17 - $7.37 $ 5.02 Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 3.00 - $3.99 636,972 4.06 $ 4.00 - $4.99 196,632 3.76 $ 5.00 - $5.99 1,815,041 3.72 $ 6.00 - $6.99 187,750 3.51 $ 7.00 - $7.37 31,920 2.71 Total 2,868,315 3.77 $ 5.02 During the three months ended March 31, 2018, no warrants were issued to non-employees. During the three months ended March 31, 2017, 200,000 warrants were issued to consultants. 166,667 of these warrants vested in the three months ended March 31, 2017 with a value of $402,318. This amount was included in G&A expenses. The weighted average fair value of warrants granted to non-employees during the three months ended March 31, 2017 was $2.47. The fair value was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: March 31, 2017 Expected life (in years) 5 Volatility 90 % Risk-free interest rate 1.90% - 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	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018, no stock options were granted. During the three months ended March 31, 2018, 7,500 options vested having a fair value of $29,018. During the three months ended March 31, 2017, 190,000 stock options were granted with an exercise price of $4.48 and a life of 10 years. 135,000 of these options vested in the three months ended March 31, 2017 having a fair value of $522,315. The weighted average fair value of stock options granted to employees during the three months ended March 31, 2017 was $3.87. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: March 31, 2017 Expected life (in years) Volatility 90 % Risk-free interest rate 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. 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 for the periods January 1 through March 31, 2017 and 2018 is as follows: Weighted Weighted Average Aggregate Number Average Remaining Contract Intrinsic of Shares Exercise Price Life in Years Value Stock options outstanding at January 1, 2017 - - Granted during the period 190,000 $ 4.48 9.85 $ - Expired during the period - - Exercised during the period - - Stock options outstanding at March 31, 2017 190,000 $ 4.48 9.85 $ - Exercisable at March 31, 2017 135,000 $ 4.48 9.85 $ - Non-vested stock options outstanding at January 1, 2017 - - Granted during the period 55,000 $ 4.48 9.85 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at March 31, 2017 55,000 $ 4.48 9.85 $ - Stock options outstanding at January 1, 2018 545,000 $ 4.05 7.13 $ - Granted during the period - - Expired during the period - - Exercised during the period - - Stock options outstanding at March 31, 2018 545,000 $ 4.05 6.89 $ - Exercisable at March 31, 2018 165,000 $ 4.48 8.85 $ - Non-vested stock options outstanding at January 1, 2018 387,500 $ 3.89 6.39 $ - Granted during the period - - Vested during the period 7,500 $ 4.48 6.39 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at March 31, 2018 380,000 $ 3.87 6.03 $ - 639,471 shares were available for future issuance under the 2014 Plan as of March 31, 2018. As of March 31, 2018, the Company had unrecognized stock-based compensation expense of $976,375. $96,725 of this unrecognized expense will be recognized over the average remaining vesting term of the options of 0.85 years. $879,650 of this unrecognized expense vests (i) 75% upon FDA acceptance of a U.S. IND application for MS1819-SD, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819-SD. As of March 31, 2018, the probability of these milestones being reached could not be determined.

Interest Expense

Interest Expense	3 Months Ended
	Mar. 31, 2018
Interest Expense [Abstract]
Interest Expense	During the three months ended March 31, 2018 and 2017, the Company incurred $48,635 and $874, respectively, of interest expense. During the three months ended March 31, 2018 and 2017, $46,795 and $0, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of amortization of debt discount related to the warrants. During the three months ended March 31, 2018 and 2017, the Company also incurred $1,840 and $874, respectively, of miscellaneous interest expense.

Agreements

Agreements	3 Months Ended
	Mar. 31, 2018
Agreements
Agreements	TransChem Sublicense Agreement On August 7, 2017, the Company entered into a Sublicense Agreement with TransChem, Inc. (“TransChem” “Licensed Patents” “Sublicense Agreement” Mayoly Agreement During the three months ended March 31, 2018 and 2017, the Company was reimbursed $125,986 and $253,419, 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-SD. 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 Agreements Johan (Thijs) Spoor 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 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-SD, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819-SD, in satisfaction of the Company’s obligation to issue the additional 280,000 options to Mr. Spoor described above, with an estimated fair value at the grant date of $425,000 to be expensed when the probability of these milestones can be determined.. 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. Maged Shenouda 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-SD, and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819-SD. The option is exercisable for $4.39 per share and will expire on September 25, 2027.

Leases

Leases	3 Months Ended
	Mar. 31, 2018
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 $31,227 and $34,027, respectively, in the three months ended March 31, 2018 and 2017. Minimum future annual rental payments are as follows: 2018 (balance of the year) $ 90,768 2019 $ 77,833 2020 $ 69,793

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018 and December 31, 2017, the Company had no tax provision for either jurisdictions. The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21% and the elimination or reduction in the deductibility of certain credits and limitations, such as net operating losses, interest expense, and executive compensation. The federal statutory rate reduction took effect on January 1, 2018. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118, the Company continues to evaluate the impact of the 2017 Tax Act, which may impact its current conclusions. At March 31, 2018 and December 31, 2017, the Company had gross deferred tax assets of approximately $10,843,000 and $9,918,000, 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 $10,843,000 and $9,918,000, respectively, has been established at March 31, 2018 and December 31, 2017. At March 31, 2018, the Company has gross net operating loss (“ NOL Section 382 At March 31, 2018 and December 31, 2017, the Company had approximately $14,487,000 and $12,374,000, respectively, in net operating losses which it can carryforward indefinitely to offset against future French income. At March 31, 2018 and December 31, 2017, 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	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018, diluted net loss per share did not include the effect of 2,868,315 shares of common stock issuable upon the exercise of outstanding warrants, 545,000 shares of common stock issuable upon the exercise of outstanding options, and 74,000 shares of common stock issuable upon the conversion of convertible debt as their effect would be antidilutive during the periods prior to conversion. At March 31, 2017, diluted net loss per share did not include the effect of 2,058,340 shares of common stock issuable upon the exercise of outstanding warrants and 190,000 shares of common stock issuable upon the exercise of outstanding options, as their effect would be antidilutive during the periods prior to conversion.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
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 our Board of Directors and the Company’s Audit Committee Chair, as a financial consultant. Included in accounts payable at December 31, 2017 is $90,000 for Mr. Borkowski’s services. This amount was paid to Mr. Borkowski in the three months ended March 31, 2018. 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 expense in the accompanying statements of operations related to Mr. Shenouda for the three months ended March 31, 2018 and 2017 was $0 and $30,000, respectively. Included in accounts payable at March 31, 2018 and December 31, 2017 is $50,000 and $70,000, respectively, for Mr. Shenouda’s services.

Significant Accounting Polici26

Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2018
Significant Accounting Policies Policies
Use of Estimates	The accompanying 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 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 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 March 31, 2018 and December 31, 2017, the Company had approximately $197,757 and $78,859, 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 foreign currency risk as its subsidiary in France has a functional currency in Euros.
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 theequity 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	Research and development (“ R&D
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.
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 believes that the adoption of this pronouncement will not 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 believes that the adoption of this pronouncement will not have a material impact on the Company's financial statements. We believe that the most significant changes relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for office space and research facilities. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company believes that the adoption of this pronouncement will not have an impact on the Company’s 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. 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)	3 Months Ended
	Mar. 31, 2018
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 March 31, 2018: Contingent consideration $ 1,330,000 $ - $ - $ 1,330,000 At December 31, 2017: Contingent consideration $ 1,340,000 $ - $ - $ 1,340,000
Fair value of liabilities using Level 3 significant unobservable inputs	Contingent Consideration Balance at December 31, 2017 $ 1,340,000 Change in fair value (10,000 ) Balance at March 31, 2018 $ 1,330,000
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 March 31, 2018: Cash $ 574,474 $ - $ 574,474 $ - $ 574,474 Other receivables $ 1,015,345 $ - $ - $ 1,015,345 $ 1,015,345 Notes payable $ 80,139 $ - $ - $ 80,139 $ 80,139 Convertible debt $ 235,487 $ - $ - $ 286,529 $ 286,529 At December 31, 2017: Cash $ 573,471 $ - $ 573,471 $ - $ 573,471 Other receivables $ 1,104,134 $ - $ - $ 1,104,134 $ 1,104,134 Notes payable $ 159,180 $ - $ - $ 159,180 $ 159,180 Convertible debt $ 257,365 $ - $ - $ 387,201 $ 387,201

Other Receivables (Tables)

Other Receivables (Tables)	3 Months Ended
	Mar. 31, 2018
Other Receivables Tables
Other receivables	March 31, December 31, 2018 2017 R&D tax credits $ 986,649 $ 954,897 Other 28,696 149,237 Total other receivables $ 1,015,345 $ 1,104,134

Property, Equipment, and Leas29

Property, Equipment, and Leasehold Improvements (Tables)	3 Months Ended
	Mar. 31, 2018
Property Equipment And Leasehold Improvements Tables
Property, equipment and leasehold improvements	March 31, December 31, 2018 2017 Laboratory equipment $ 188,558 $ 165,611 Computer equipment 50,972 44,364 Office equipment 36,334 36,334 Leasehold improvements 29,163 29,163 Total property, plant and equipment 305,027 275,472 Less accumulated depreciation (156,250 ) (141,485 ) Property, plant and equipment, net $ 148,777 $ 133,987

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2018
Intangible Assets And Goodwill Tables
Intangible assets	March 31, December 31, 2018 2017 In process research and development $ 448,314 $ 436,385 Less accumulated amortization (141,655 ) (128,794 ) In process research and development, net $ 306,659 $ 307,591 License agreements $ 3,657,425 $ 3,560,107 Less accumulated amortization (2,773,547 ) (2,521,743 ) License agreements, net $ 883,878 $ 1,038,364
Future amortization expense	2018 (balance of year) $ 576,633 2019 372,623 2020 37,359 2021 37,359 2022 37,359 2023 37,359
Goodwill	Goodwill Balance at December 31, 2017 $ 2,016,240 Foreign currency translation 55,116 Balance at March 31, 2018 $ 2,071,356

Accounts Payable and Accrued 31

Accounts Payable and Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2018
Accounts Payable Tables
Accounts payable and accrued expenses	March 31, December 31, 2018 2017 Trade payables $ 1,382,170 $ 705,041 Accrued expenses 290,810 262,200 Accrued payroll 124,241 219,993 Total accounts payable and accrued expenses $ 1,797,221 $ 1,187,234

Original Issue Discounted Con32

Original Issue Discounted Convertible Notes and Warrants (Tables)	3 Months Ended
	Mar. 31, 2018
Original Issue Discounted Convertible Notes And Warrants Tables
Convertible debt	March 31, December 31, 2018 2017 Convertible debt $ 261,008 $ 352,713 Accreted OID interest 25,521 34,488 Unamortized debt discount - warrants (51,042 ) (129,836 ) Total convertible debt $ 235,487 $ 257,365

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Mar. 31, 2018
Warrants Tables
Stock warrant transactions	Exercise Weighted Price Per Average Warrants Share Exercise Price Warrants outstanding and exercisable at January 1, 2017 1,858,340 $ 4.76 - $7.37 $ 5.66 Granted during the period 200,000 $ 5.50 - $6.50 $ 6.25 Expired during the period - - - Exercised during the period - - - Warrants outstanding and exercisable at March 31, 2017 2,058,340 $ 4.76 - $7.37 $ 5.72 Warrants outstanding and exercisable at January 1, 2018 3,371,385 $ 3.17 - $7.37 $ 5.28 Granted during the period - - - Expired during the period - - - Exercised during the period (503,070 ) $ 2.50 $ 2.50 Warrants outstanding and exercisable at March 31, 2018 2,868,315 $ 3.17 - $7.37 $ 5.02
Warrants by exercise price	Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 3.00 - $3.99 636,972 4.06 $ 4.00 - $4.99 196,632 3.76 $ 5.00 - $5.99 1,815,041 3.72 $ 6.00 - $6.99 187,750 3.51 $ 7.00 - $7.37 31,920 2.71 Total 2,868,315 3.77 $ 5.02
Assumptions	March 31, 2017 Expected life (in years) 5 Volatility 90 % Risk-free interest rate 1.90% - 1.92 % Dividend yield — %

Stock-Based Compensation Plan (

Stock-Based Compensation Plan (Tables)	3 Months Ended
	Mar. 31, 2018
Stock-based Compensation Plan Tables
Assumptions	March 31, 2017 Expected life (in years) Volatility 90 % Risk-free interest rate 2.48 % Dividend yield — %
Stock option activity	Weighted Weighted Average Aggregate Number Average Remaining Contract Intrinsic of Shares Exercise Price Life in Years Value Stock options outstanding at January 1, 2017 - - Granted during the period 190,000 $ 4.48 9.85 $ - Expired during the period - - Exercised during the period - - Stock options outstanding at March 31, 2017 190,000 $ 4.48 9.85 $ - Exercisable at March 31, 2017 135,000 $ 4.48 9.85 $ - Non-vested stock options outstanding at January 1, 2017 - - Granted during the period 55,000 $ 4.48 9.85 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at March 31, 2017 55,000 $ 4.48 9.85 $ - Stock options outstanding at January 1, 2018 545,000 $ 4.05 7.13 $ - Granted during the period - - Expired during the period - - Exercised during the period - - Stock options outstanding at March 31, 2018 545,000 $ 4.05 6.89 $ - Exercisable at March 31, 2018 165,000 $ 4.48 8.85 $ - Non-vested stock options outstanding at January 1, 2018 387,500 $ 3.89 6.39 $ - Granted during the period - - Vested during the period 7,500 $ 4.48 6.39 $ - Expired during the period - - Exercised during the period - - Non-vested stock options outstanding at March 31, 2018 380,000 $ 3.87 6.03 $ -

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2018
Leases [Abstract]
Minimum future annual rental payments	2018 (balance of the year) $ 90,768 2019 $ 77,833 2020 $ 69,793

The Company, Basis of Present36

The Company, Basis of Presentation, and Recent Accounting Pronouncements (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Company And Basis Of Presentation Details Narrative
State of incorporation	Delaware
Date of incorporation	Jan. 30, 2014
Accumulated deficit	$ (37,616,426)	$ (33,983,429)

Fair Value Disclosures (Details

Fair Value Disclosures (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Contingent Consideration	$ 1,330,000	$ 1,340,000
Level 1
Contingent Consideration	1,330,000	1,340,000
Level 2
Contingent Consideration	0	0
Level 3
Contingent Consideration	$ 0	$ 0

Fair Value Disclosures (Detai38

Fair Value Disclosures (Details 1)	3 Months Ended
	Mar. 31, 2018USD ($)
Significant Accounting Policies Details 3
Contingent consideration, beginning	$ 1,340,000
Change in fair value	(10,000)
Contingent consideration, ending	$ 1,330,000

Fair Value Disclosures (Detai39

Fair Value Disclosures (Details 2) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Cash	$ 574,474	$ 573,471
Other receivables	1,015,345	1,104,134
Notes Payable	80,139	159,180
Convertible debt	235,487	257,365
Level 1
Cash	0	0
Other receivables	0	0
Notes Payable	0	0
Convertible debt	0	0
Level 2
Cash	574,474	573,471
Other receivables	0	0
Notes Payable	0	0
Convertible debt	0	0
Level 3
Cash	0	0
Other receivables	1,015,345	1,104,134
Notes Payable	80,139	159,180
Convertible debt	$ 286,529	$ 387,201

Other Receivables (Details)

Other Receivables (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Other Receivables Details
R&D tax credits	$ 986,649	$ 954,897
Other	28,696	149,237
Other receivables	$ 1,015,345	$ 1,104,134

Property, Equipment, and Leas41

Property, Equipment, and Leasehold Improvements (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, equipment and leasehold improvements, gross	$ 305,027	$ 275,472
Less accumulated depreciation	(156,250)	(141,485)
Property, equipment and leasehold improvements, net	148,777	133,987
Laboratory Equipment
Property, equipment and leasehold improvements, gross	188,558	165,611
Computer Equipment
Property, equipment and leasehold improvements, gross	50,972	44,364
Office Equipment
Property, equipment and leasehold improvements, gross	36,334	36,334
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
	Mar. 31, 2018	Mar. 31, 2017
Property Equipment And Leasehold Improvements Details Narrative
Depreciation expense	$ 14,763	$ 10,597

Intangible Assets and Goodwil43

Intangible Assets and Goodwill (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
In Process Research and Development
Intangible assets, gross	$ 448,314	$ 3,560,107
Less accumulated amortization	(141,655)	(2,521,743)
Intangible assets, net	306,659	1,038,364
License Agreements
Intangible assets, gross	3,657,425	436,385
Less accumulated amortization	(2,773,547)	(128,794)
Intangible assets, net	$ 883,878	$ 307,591

Intangible Assets and Goodwil44

Intangible Assets and Goodwill (Details 1)	Mar. 31, 2018USD ($)
Amortization expense
2,018	$ 576,633
2,019	372,623
2,020	37,359
2,021	37,359
2,022	37,359
2023 (first three months)	$ 37,359

Intangible Assets and Goodwil45

Intangible Assets and Goodwill (Details 2)	3 Months Ended
	Mar. 31, 2018USD ($)
Intangible Assets And Goodwill Details 1
Goodwill, beginning	$ 2,016,240
Foreign currency translation	55,116
Goodwill, ending	$ 2,071,356

Intangible Assets and Goodwil46

Intangible Assets and Goodwill (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Intangible Assets And Goodwill Details Narrative
Amortization expense	$ 191,681	$ 166,188

Accounts Payable and Accrued 47

Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Accounts Payable Details
Trade payables	$ 1,382,170	$ 705,041
Accrued expenses	290,810	262,200
Accrued payroll	124,241	219,993
Accounts payable, net	$ 1,797,221	$ 1,187,234

Original Issue Discounted Con48

Original Issue Discounted Convertible Notes and Warrants (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Original Issue Discounted Convertible Notes And Warrants Details
Convertible Debt	$ 261,008	$ 352,713
Accreted OID Interest	25,521	34,488
Unamortized Debt Discount - Warrants	(51,042)	(129,836)
Convertible Debt, Net	$ 235,487	$ 257,365

Equity (Details Narrative)

Equity (Details Narrative) - shares	Mar. 31, 2018	Dec. 31, 2017
Equity Details Narrative
Common stock shares, outstanding	12,602,395	12,042,574

Warrants (Details)

Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Warrants issued and exercisable, beginning	3,371,385	1,858,340
Granted	0	200,000
Expired	0	0
Exercised	(503,070)	0
Warrants issued and exercisable, ending	2,868,315	2,058,340
Exercise Price Exercised	$ 2.5
Weighted average exercise price, beginning	5.28	$ 5.66
Weighted average exercise price, Granted		6.25
Weighted average exercise price warrants, Exercised	2.5
Weighted average exercise price, ending	5.02	5.72
Minimum
Exercise Price Outstanding, Beginning	3.17	4.76
Exercise Price Granted		5.50
Exercise Price Outstanding, Ending	3.17	4.76
Maximum
Exercise Price Outstanding, Beginning	7.37	7.37
Exercise Price Granted		6.50
Exercise Price Outstanding, Ending	$ 7.37	$ 7.37

Warrants (Details 1)

Warrants (Details 1)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Number of shares under warrants	2,868,315
Weighted average remaining contract life in years	3 years 9 months 7 days
Weighted average exercise price | $ / shares	$ 5.02
Warrant 1
Exercise price	$3.00 - $3.99
Number of shares under warrants	636,972
Weighted average remaining contract life in years	4 years 22 days
Warrant 2
Exercise price	$4.00 - $4.99
Number of shares under warrants	196,632
Weighted average remaining contract life in years	3 years 9 months 4 days
Warrant 3
Exercise price	$5.00 - $5.99
Number of shares under warrants	1,815,041
Weighted average remaining contract life in years	3 years 8 months 19 days
Warrant 4
Exercise price	$6.00 - $6.99
Number of shares under warrants	187,750
Weighted average remaining contract life in years	3 years 6 months 4 days
Warrant 5
Exercise price	$7.00 - $7.37
Number of shares under warrants	31,920
Weighted average remaining contract life in years	2 years 8 months 16 days

Warrants (Details 2)

Warrants (Details 2)	3 Months Ended
	Mar. 31, 2018
Expected life (in years)	5 years
Volatility	90.00%
Dividend yield	0.00%
Minimum
Risk-free interest rate	1.90%
Maximum
Risk-free interest rate	1.92%

Stock-Based Compensation Plan53

Stock-Based Compensation Plan (Details)	3 Months Ended
	Mar. 31, 2018
Expected life (in years)	5 years
Volatility	90.00%
Dividend yield	0.00%
Minimum
Risk-free interest rate	1.90%
Maximum
Risk-free interest rate	1.92%
Stock Option
Volatility	90.00%
Risk-free interest rate	2.48%
Dividend yield	0.00%

Stock-Based Compensation Plan54

Stock-Based Compensation Plan (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Number of Options Outstanding, Beginning	387,500	0
Number of Options Granted	0	55,000
Number of Options Vested	7,500
Number of Options Expired	0	0
Number of Options Exercised	0	0
Number of Options Outstanding, Ending	380,000	55,000
Weighted Average Exercise Price Outstanding, Beginning	$ 3.89	$ 0
Weighted Average Exercise Price Granted	0	4.48
Weighted Average Exercise Price Vested	4.48
Weighted Average Exercise Price Expired	0	0
Weighted Average Exercise Price Exercised	0	0
Weighted Average Exercise Price Outstanding, Ending	$ 3.87	$ 4.48
Weighted Average Remaining Contract Life in Years, Beginning	6 years 4 months 20 days	9 years 10 months 6 days
Weighted Average Remaining Contract Life in Years, Ending	6 years 4 months 20 days
Weighted Average Remaining Contract Life in Years Exercisable	6 years 11 days	9 years 10 months 6 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 0	$ 0
Aggregate Intrinsic Value Outstanding, Ending	0	$ 0
Aggregate Intrinsic Value Exercisable	$ 0		$ 0
Stock Option
Number of Options Outstanding, Beginning	545,000	0
Number of Options Granted	0	190,000
Number of Options Expired	0	0
Number of Options Exercised	0	0
Number of Options Outstanding, Ending	545,000	190,000
Number of Options Exercisable	165,000	135,000
Weighted Average Exercise Price Outstanding, Beginning	$ 4.05	$ 0
Weighted Average Exercise Price Granted	0	4.48
Weighted Average Exercise Price Expired	0	0
Weighted Average Exercise Price Exercised	0	0
Weighted Average Exercise Price Outstanding, Ending	4.05	4.48
Weighted Average Exercise Price Exercisable	$ 4.48	$ 4.48
Weighted Average Remaining Contract Life in Years, Beginning	7 years 1 month 17 days	9 years 10 months 6 days
Weighted Average Remaining Contract Life in Years, Ending	6 years 10 months 20 days	9 years 10 months 6 days
Weighted Average Remaining Contract Life in Years Exercisable	8 years 10 months 6 days	9 years 10 months 6 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 0	$ 0
Aggregate Intrinsic Value Outstanding, Ending	0	0
Aggregate Intrinsic Value Exercisable	$ 0	$ 0

Interest Expense (Details Narra

Interest Expense (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Interest expense	$ 48,635	$ 874
Convertible Notes [Member]
Interest expense	$ 46,795	$ 0

Leases (Details)

Leases (Details)	Mar. 31, 2018USD ($)
Leases [Abstract]
2018 (balance of the year)	$ 90,768
2,019	77,833
2,020	$ 69,793

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Income Taxes Details Narrative
Gross deferred tax asset	$ 10,843,000	$ 9,918,000
Deferred tax asset valuation allowance	(10,843,000)	(9,918,000)
Net operating loss carry-forwards	$ 16,431,000	$ 15,000,000

Net Loss per Common Share (Deta

Net Loss per Common Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Warrants
Anti-dilutive shares excluded from earnings per share	2,868,315	2,058,340
Stock Option
Anti-dilutive shares excluded from earnings per share	545,000	19,000
Convertible Debt
Anti-dilutive shares excluded from earnings per share	74,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Accounts payable	$ 1,797,221	$ 1,187,234
RHMS
Accounts payable	38,453	38,453
JIST
Accounts payable	$ 478,400	478,400
Consultant [Member]
Accounts payable		$ 90,000