Entero Therapeutics (ENTO) 10-Q 9 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document and Entity Information
Entity Registrant Name	AzurRx BioPharma, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Entity Central Index Key	1,604,191
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		16,940,462
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Transition Period	false
Entity Small Business	true
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 4,427,640	$ 573,471
Other receivables	1,197,196	1,104,134
Prepaid expenses	58,457	274,963
Total Current Assets	5,683,293	1,952,568
Property, equipment, and leasehold improvements, net	136,963	133,987
Other Assets:
In process research & development, net	271,486	307,591
License agreements, net	488,460	1,038,364
Goodwill	1,952,724	2,016,240
Deposits	45,442	30,918
Total Other Assets	2,758,112	3,393,113
Total Assets	8,578,368	5,479,668
Current Liabilities:
Accounts payable and accrued expenses	826,410	1,187,234
Accounts payable and accrued expenses - related party	639,635	868,105
Notes payable	0	159,180
Convertible debt	0	257,365
Interest payable	0	7,192
Total Current Liabilities	1,466,045	2,479,076
Contingent consideration	1,580,000	1,340,000
Total Liabilities	3,046,045	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 September 30, 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; 16,940,462 and 12,042,574 shares issued and outstanding, respectively, at September 30, 2018 and December 31, 2017	1,694	1,205
Additional paid in capital	50,123,691	37,669,601
Subscriptions receivable	0	(1,071,070)
Accumulated deficit	(43,497,239)	(33,983,429)
Accumulated other comprehensive loss	(1,095,823)	(955,715)
Total Stockholders' Equity	5,532,323	1,660,592
Total Liabilities and Stockholders' Equity	$ 8,578,368	$ 5,479,668

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 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	16,940,462	12,042,574
Common stock shares, outstanding	16,940,462	12,042,574

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Research and development expenses	$ 1,168,874	$ 966,685	$ 3,772,679	$ 2,244,244
General & administrative expenses	1,317,132	2,009,432	5,400,712	5,564,800
Fair value adjustment, contingent consideration	80,000	(250,000)	240,000	110,000
Loss from operations	(2,566,006)	(2,726,117)	(9,413,391)	(7,919,044)
Other:
Interest expense	(5,629)	(408,106)	(100,418)	(696,327)
Total other	(5,629)	(408,106)	(100,418)	(696,327)
Loss before income taxes	(2,571,635)	(3,134,223)	(9,513,809)	(8,615,371)
Income taxes	0	0	0	0
Net loss	(2,571,635)	(3,134,223)	(9,513,809)	(8,615,371)
Other comprehensive loss:
Foreign currency translation adjustment	(36,215)	439,299	(140,108)	439,299
Total comprehensive loss	$ (2,607,850)	$ (2,694,924)	$ (9,653,917)	$ (8,176,072)
Basic and diluted weighted average shares outstanding	16,889,519	11,242,616	14,895,323	10,318,709
Loss per share - basic and diluted	$ (0.15)	$ (0.28)	$ (0.64)	$ (0.83)

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
Common stock and warrants issued in private placement, Shares		1,542,858
Common stock and warrants issued in 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 consultants			576,902				576,902
Warrants issued in association with convertible debt issuances			246,347				246,347
Warrant modification							0
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	0	(31,502,418)	(1,022,576)	2,795,454
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 from public offering, Shares		4,160,000
Common stock issued from public offering, Amount		$ 416	9,577,647				9,578,063
Common stock issued to consultants, Shares		118,818
Common stock issued to consultants, Amount		$ 12	360,759				360,771
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			306,966				306,966
Restricted stock granted to employees/directors, Shares		90,000
Restricted stock granted to employees/directors, Amount		$ 9	457,677				457,686
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						(140,108)	(140,108)
Net loss					(9,513,809)		(9,513,809)
Ending Balance, Shares at Sep. 30, 2018	0	16,940,462
Ending Balance, Amount at Sep. 30, 2018	$ 0	$ 1,694	$ 50,123,691	$ 0	$ (43,497,239)	$ (1,095,823)	$ 5,532,323

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (9,513,809)	$ (8,615,371)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	46,073	35,851
Amortization	558,716	520,734
Fair value adjustment, contingent consideration	240,000	110,000
Stock-based compensation	306,966	588,151
Restricted stock granted to employees/directors	457,686	0
Restricted stock granted/accrued to consultants	360,771	225,179
Warrants issued to consultants	0	576,902
Accreted interest on convertible debt	0	96,558
Convertible debt beneficial conversion feature	0	368,850
Accreted interest on debt discount - warrants	97,837	229,695
Warrant modification	428,748	0
Changes in assets and liabilities, net of effects of acquisition:
Other receivables	(134,052)	861,507
Prepaid expenses	216,236	165,213
Deposits	(15,000)	5,625
Accounts payable and accrued expenses	(571,616)	115,602
Interest payable	(7,192)	0
Net cash used in operating activities	(7,528,636)	(4,715,504)
Cash flows from investing activities:
Purchase of property and equipment	(48,359)	(31,953)
Net cash used in investing activities	(48,359)	(31,953)
Cash flows from financing activities:
Net proceeds from issuances of common stock and warrants	9,578,063	5,009,225
Net proceeds from common stock issued for warrant exercises	2,324,742	0
Proceeds from issuances of convertible debt		1,000,000
Repayments of convertible debt	(286,529)	0
Repayments of notes payable	(159,180)	(155,187)
Net cash provided by financing activities	11,457,096	5,854,038
Increase in cash	3,880,101	1,106,581
Effect of exchange rate changes on cash	(25,932)	66,146
Cash, beginning balance	573,471	1,773,525
Cash, ending balance	4,427,640	2,946,252
Supplemental disclosures of cash flow information:
Cash paid for interest	2,581	1,224
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Conversion of convertible debt into common shares	$ 68,673	$ 717,107

The Company, Basis of Presentat

The Company, Basis of Presentation, and Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
The Company, Basis of Presentation, and Recent Accounting Pronouncements	The Company AzurRx BioPharma, Inc. (“ AzurRx Parent ProteaBio Europe SAS ABS Company AzurRx, through its ABS 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. Within our current product pipeline, our two most advanced therapeutic programs are described below: MS1819-SD MS1819-SD is a yeast derived recombinant lipase for exocrine pancreatic insufficiency (“ EPI CP CF called Yarrowia lipolytica CFA On October 16, 2018, the Company announced that the U.S. Food and Drug Administration (“ FDA IND B-Lactamase Program The Company’s b-lactamase program focuses on products with an 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 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 Sanction of Cystic Fibrosis Therapeutics Development Network f or the Study of MS1819-SD in CF Patients On November 1, 2018, the Company announced that the Company's Phase II study protocol to investigate MS1819-SD in CF patients with EPI has received sanction from the Therapeutics Development Network, a collaborative network of CF clinical trial specialists supported by the Cystic Fibrosis Foundation. 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 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, had working capital at September 30, 2018 of approximately $4,217,000, and had an accumulated deficit of approximately $43,497,000 at September 30, 2018. The Company currently believes that its cash on hand will sustain its operations until June 2019. The Company is dependent on obtaining, and continues to pursue, additional working capital funding from the sale of securities in order to continue to execute the its development plan and continue operations. Without adequate working capital, the Company may not be able to meet its obligations and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies and Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 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 September 30, 2018 and December 31, 2017, the Company had $3,902,190 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 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 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. Revenue Recognition The Company is still in its development stage and is not generating revenues. When revenues are generated, the Company will follow the provisions of FASB Accounting Standards Codification ( “ASC” “Codification” Recent Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“ FASB ASU In July 2017, the FASB issued ASU 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). ASU 2017-11 provides guidance on accounting for financial instruments with down round features and clarifies the deferral of certain provisions in Topic 480. ASU 2017-11 will become effective for annual periods beginning after December 15, 2018 and interim periods within those periods. Early adoption is permitted. The adoption of this pronouncement did not have an impact on the Company’s financial statements. 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.

Fair Value Disclosures

Fair Value Disclosures	9 Months Ended
	Sep. 30, 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 September 30, 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 September 30, 2018: Contingent consideration $ 1,580,000 $ - $ - $ 1,580,000 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 240,000 Balance at September 30, 2018 $ 1,580,000 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, 2018: Cash $ 4,427,640 $ - $ 4,427,640 $ - $ 4,427,640 Other receivables $ 1,197,196 $ - $ - $ 1,197,196 $ 1,197,196 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	9 Months Ended
	Sep. 30, 2018
Other Receivables
Other Receivables	Other receivables consisted of the following: September 30, December 31, 2018 2017 R&D tax credits $ 924,815 $ 954,897 Other 272,381 149,237 Total other receivables $ 1,197,196 $ 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	9 Months Ended
	Sep. 30, 2018
Property Equipment And Leasehold Improvements
Property, Equipment, and Leasehold Improvements	Property, equipment and leasehold improvements consisted of the following: September 30, December 31, 2018 2017 Laboratory equipment $ 190,406 $ 165,611 Computer equipment 67,693 44,364 Office equipment 37,263 36,334 Leasehold improvements 29,163 29,163 Total property, plant and equipment 324,525 275,472 Less accumulated depreciation (187,562 ) (141,485 ) Property, plant and equipment, net $ 136,963 $ 133,987 Depreciation expense for the three months ended September 30, 2018 and 2017 was $15,653 and $12,727, respectively. Depreciation expense for the nine months ended September 30, 2018 and 2017 was $46,073 and $35,851, respectively. Depreciation expense is included in general and administrative (“ G&A

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	Sep. 30, 2018
Intangible Assets And Goodwill
Intangible Assets and Goodwill	Intangible assets are as follows: September 30, December 31, 2018 2017 In process research and development $ 422,638 $ 436,385 Less accumulated amortization (151,152 ) (128,794 ) In process research and development, net $ 271,486 $ 307,591 License agreements $ 3,447,955 $ 3,560,107 Less accumulated amortization (2,959,495 ) (2,521,743 ) License agreements, net $ 488,460 $ 1,038,364 Amortization expense for the three months ended September 30, 2018 and 2017 was $181,217 and $164,877, respectively. Amortization expense for the nine months ended September 30, 2018 and 2017 was $558,716 and $520,734, respectively. As of September 30, 2018, amortization expense is expected to be as follows for the next five years: 2018 (balance of year) $ 181,203 2019 351,282 2020 35,220 2021 35,220 2022 35,220 2023 35,220 Goodwill is as follows: Goodwill Balance at December 31, 2017 $ 2,016,240 Foreign currency translation (63,516 ) Balance at September 30, 2018 $ 1,952,724

Contingent Consideration

Contingent Consideration	9 Months Ended
	Sep. 30, 2018
Contingent Consideration
Contingent Consideration	On June 13, 2014, the Company executed a stock purchase agreement (the “ SPA Protea Group NDA BLA

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2018
Accounts Payable
Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consisted of the following: September 30, December 31, 2018 2017 Trade payables $ 503,924 $ 705,041 Accrued expenses 164,400 262,200 Accrued payroll 158,086 219,993 Total accounts payable and accrued expenses $ 826,410 $ 1,187,234

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 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 September 30, 2018 and December 31, 2017 was $0 and $159,180, respectively.

Original Issue Discounted Conve

Original Issue Discounted Convertible Notes and Warrants	9 Months Ended
	Sep. 30, 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 On July 11, 2018, the Company paid off the remaining amount due under the terms of this Debenture in the amount of $286,529. The obligations under the Debenture were guaranteed by ABS, as well as a security agreement providing LPC with a secured interest in the Tax Credit. For the three months ended September 30, 2018 and 2017, the Company recorded $5,505 and $408,048, respectively, of interest expense related to the amortization of the debt discount and beneficial conversion feature related to the warrant features of the Debenture. For the nine months ended September 30, 2018 and 2017, the Company recorded $97,837 and $695,103, respectively, of interest expense related to the amortization of the debt discount and beneficial conversion feature related to the warrant features of the Debenture. At December 31, 2017, Convertible Debt consisted of: December 31, 2017 Convertible debt $ 352,713 Accreted OID interest 34,488 Unamortized debt discount - warrants (129,836 ) Total convertible debt $ 257,365

Equity

Equity	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Equity	Common Stock At September 30, 2018 and December 31, 2017, the Company had 16,940,462 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 September 30, 2018 and December 31, 2017, there were no Series A Convertible Preferred Stock (“Series A Preferred”) outstanding and all terms of the Series A Preferred are still in effect. June 2017 Private Placement On June 5, 2017, the Company entered into Securities Purchase Agreements (the “Purchase Agreements” “Investors” “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 authorizing the Company to issue up to $400,000 in additional Units, and on July 5, 2017, the Company issued additional Units resulting in gross proceeds of $400,000 (“ Subsequent Closing” Restricted Stock During the three months ended September 30, 2018, 30,000 shares of restricted common stock were granted or accrued to employees and consultants with a total value of $77,100. During the three months ended September 30, 2018, 5,000 shares of restricted common stock were canceled to employees and consultants with a total value of $15,200. During the three months ended September 30, 2018, 43,750 shares of restricted common stock vested with a value of $97,424 of which an aggregate of 30,000 shares with a value of $77,100 have been issued to our directors as a part of Board compensation. During the nine months ended September 30, 2018, 409,000 As of September 30, 2018, the Company had unrecognized restricted common stock expense of $1,204,653. $426,863 of this unrecognized expense will be recognized over the average remaining vesting term of the restricted common stock of 2.48 years. $497,604 of this unrecognized expense will vest in the fourth quarter of 2018 as the FDA has accepted the MS1819 IND application in the U. S. $178,853 of this unrecognized expense vests upon the first dosing of a CF patient with MS1819 anywhere in the world. $101,333 vests upon the enrollment of the first 30 patients in a CF trial. As of September 30, 2018, the probability of these milestones being reached could not be determined. During the three months ended September 30, 2017, 222,444 shares of restricted common stock were granted to employees and consultants with a total value of $895,368. During the three months ended September 30, 2017, 42,077 restricted shares of common stock vested with a value of $171,581. 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. On July 24, 2017, the Company entered into a consulting agreement that includes a grant of 40,000 shares of restricted common stock to the consultant contingent upon the approval of the Board, which as of November 9, 2018 has not been obtained. On January 2, 2018, the Company entered into a consulting agreement that includes a grant of 43,000 shares of restricted common stock upon the approval of the Board. The Board approved this restricted stock grant on June 28, 2018 and the shares were issued on July 19, 2018.

Warrants

Warrants	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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 September 30, 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 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 outstanding and exercisable at January 1, 2018 3,371,385 $ 3.17 - $7.37 $ 5.28 Granted during the period 244,400 $ 2.55 - $2.75 $ 2.58 Expired during the period - - - Exercised during the period (503,070 ) $ 2.50 $ 2.50 Warrants outstanding and exercisable at September 30, 2018 3,112,715 $ 2.55 - $7.37 $ 4.83 Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 2.55 - $3.99 881,372 3.85 $ 4.00 - $4.99 196,632 3.26 $ 5.00 - $5.99 1,815,041 3.21 $ 6.00 - $6.99 187,750 3.01 $ 7.00 - $7.37 31,920 2.21 Total 3,112,715 3.37 $4.83 During the three months ended September 30, 2018, no warrants were issued to investment bankers. During the nine months ended September 30, 2018, 244,400 warrants were issued to investment bankers in association with the May 2018 Public Offering with a value of $416,426 that had no effect on expenses or stockholders’ equity. During the three and nine months ended September 30, 2018, no warrants were issued to consultants. 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. 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 expenses or stockholders’ equity. During the nine months ended September 30, 2017, 1,542,858 warrants were issued in association with the June 2017 Private Placement of the Company’s common stock with a value of $2,503,673, which had no effect on expenses or stockholders’ equity. During the three and nine months ended September 30, 2017, 83,710 warrants were issued to investment bankers in association with the June 2017 Private Placement of the Company’s common stock that vested immediately with a value of $154,529, which had no effect on expenses or stockholders’ equity. The weighted average fair value of warrants granted to non-employees during the three months ended September 30, 2017 was $2.13. The weighted average fair value of warrants granted to non-employees during the nine months ended September 30, 2018 and 2017 was $1.70 and $2.40, respectively. The fair value was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: September 30, September 30, 2018 2017 Expected life (in years) 5 Volatility 84 % 87 % Risk-free interest rate 2.70 % 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, 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 September 30, 2018, no stock options were granted. 7,500 options vested in the three months ended September 30, 2018 having a fair value of $29,018. 90,000 stock options were canceled with exercise prices ranging from of $3.04 to $3.60. During the nine months ended September 30, 2018, 539,000 stock options were granted with an exercise price of $3.04 and a term of five years. 111,250 options vested in the nine months ended September 30, 2018 having a fair value of $306,966. 90,000 stock options were canceled with exercise prices ranging from of $3.04 to $3.60. The weighted average fair value of stock options granted to employees during the nine months ended September 30, 2018 was $2.07. 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 terms 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 terms 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: September 30, September 30, 2018 2017 Expected life (in years) 5 5 - 10 Volatility 85 % 71% - 90 % Risk-free interest rate 2.82 % 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. 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 September 30, 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 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 $ - Stock options outstanding at January 1, 2018 545,000 $ 4.05 7.13 $ - Granted during the period 539,000 $ 3.04 5.00 $ - Expired during the period - - Canceled during the period (90,000 ) $ 3.26 4.41 $ - Exercised during the period - - Stock options outstanding at September 30, 2018 994,000 $ 3.58 5.67 $ - Exercisable at September 30, 2018 260,000 $ 4.29 7.47 $ - Non-vested stock options outstanding at January 1, 2018 387,500 $ 3.89 6.39 $ - Granted during the period 539,000 $ 3.04 5.00 $ - Vested during the period (111,250 ) $ 3.67 5.64 $ - Expired during the period - - Canceled during the period (81,250 ) $ 3.26 4.41 $ - Exercised during the period - - Non-vested stock options outstanding at September 30, 2018 734,000 $ 3.32 5.04 $ - 390,318 shares were available for future issuance under the 2014 Plan as of September 30, 2018. As of September 30, 2018, the Company had unrecognized stock-based compensation expense of $1,645,847. $38,690 of this unrecognized expense will be recognized over the average remaining vesting term of the options of 0.35 years. $1,105,491 of this unrecognized expense will vest in the 4th quarter of 2018 as the FDA has accepted the MS1819 IND application in the United States. $501,666 of this unrecognized expense vests upon the first dosing of a cystic fibrosis patient with MS1819-SD anywhere in the world. As of September 30, 2018, the probability of these milestones being reached could not be determined.

Interest Expense

Interest Expense	9 Months Ended
	Sep. 30, 2018
Interest Expense [Abstract]
Interest Expense	During the three months ended September 30, 2018 and 2017, the Company incurred $5,629 and $408,106, respectively, of interest expense. During the three months ended September 30, 2018 and 2017, $5,505 and $408,048, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of amortization of debt discount and beneficial conversion feature related to the warrants. During the three months ended September 30, 2018 and 2017, the Company also incurred $124 and $58, respectively, of miscellaneous interest expense. During the nine months ended September 30, 2018 and 2017, the Company incurred $100,418 and $696,327, respectively, of interest expense. During the nine months ended September 30, 2018 and 2017, $97,837 and $695,103, respectively, of this amount was in connection with the convertible notes issued by the Company in the form of amortization of debt discount and beneficial conversion feature related to the warrants. During the nine months ended September 30, 2018 and 2017, the Company also incurred $2,581 and $1,224, respectively, of miscellaneous interest expense.

Agreements

Agreements	9 Months Ended
	Sep. 30, 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 September 30, 2018 and 2017, the Company was reimbursed $96,119 and $220,607, respectively, from Mayoly under the Mayoly Agreement. During the nine months ended September 30, 2018 and 2017, the Company was reimbursed $621,724 and $581,325, 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. 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 June 28, 2018, the Board approved a 2017 annual incentive bonus pursuant to his employment agreement in the amount of $212,500. 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. On June 28, 2018, the Board approved a 2017 annual incentive bonus pursuant to his employment agreement in the amount of $82,500. Dr. James E. Pennington On May 28, 2018, the Company entered into an employment agreement with Dr. Pennington to serve as the Company’s Chief Medical Officer. The employment agreement with Dr. Pennington provides for a base annual salary of $250,000. In addition to his salary, Dr. Pennington is eligible to receive an annual milestone bonus, awarded at the sole discretion of the Board based on his attainment of certain financial, clinical development, and/or business milestones established annually by the Board or Compensation Committee. The employment agreement is terminable by either party at any time. In the event of termination by the Company other than for cause, Dr. Pennington is entitled to three months’ severance payable over such period. In the event of termination by the Company other than for cause in connection with a Change of Control, Dr. Pennington will receive six months’ severance payable over such period.

Leases

Leases	9 Months Ended
	Sep. 30, 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 $40,224 and $28,294, respectively, in the three months ended September 30, 2018 and 2017. Rental expense, which is calculated on a straight-line basis, amounted to $108,217 and $93,858, respectively, in the nine months ended September 30, 2018 and 2017. Minimum future annual rental payments are as follows: 2018 (balance of the year) $ 37,680 2019 $ 117,912 2020 $ 87,831

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 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 September 30, 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” “SAB 118” At September 30, 2018 and December 31, 2017, the Company had gross deferred tax assets of approximately $12,026,000 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 $12,026,000 and $9,918,000, respectively, has been established at June 30, 2018 and December 31, 2017. At September 30, 2018, the Company has gross net operating loss (“ NOL Section 382 At September 30, 2018 and December 31, 2017, the Company had approximately $15,461,000 and $12,374,000, respectively, in net operating losses which it can carryforward indefinitely to offset against future French income. At September 30, 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	9 Months Ended
	Sep. 30, 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 September 30, 2018, diluted net loss per share did not include the effect of 3,112,715 shares of common stock issuable upon the exercise of outstanding warrants and 994,000 shares of common stock issuable upon the exercise of outstanding options as their effect would be antidilutive during the periods prior to conversion. 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 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 then 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 during the nine months ended September 30, 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 September 30, 2018 and 2017 was $0 and $30,000, respectively. Expense recorded in G&A expense in the accompanying statements of operations related to Mr. Shenouda for the nine months ended September 30, 2018 and 2017 was $0 and $80,000, respectively. Included in accounts payable at September 30, 2018 and December 31, 2017 is $50,000 and $70,000, respectively, for Mr. Shenouda’s services.

Significant Accounting Polici_2

Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 2018 and December 31, 2017, the Company had $3,902,190 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 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	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.
Revenue Recognition	The Company is still in its development stage and is not generating revenues. When revenues are generated, the Company will follow the provisions of FASB Accounting Standards Codification ( “ASC” “Codification”
Recent Accounting Pronouncements	In June 2018, the Financial Accounting Standards Board (“ FASB ASU In July 2017, the FASB issued ASU 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). ASU 2017-11 provides guidance on accounting for financial instruments with down round features and clarifies the deferral of certain provisions in Topic 480. ASU 2017-11 will become effective for annual periods beginning after December 15, 2018 and interim periods within those periods. Early adoption is permitted. The adoption of this pronouncement did not have an impact on the Company’s financial statements. 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.

Fair Value Disclosures (Tables)

Fair Value Disclosures (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2018: Contingent consideration $ 1,580,000 $ - $ - $ 1,580,000 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 240,000 Balance at September 30, 2018 $ 1,580,000
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, 2018: Cash $ 4,427,640 $ - $ 4,427,640 $ - $ 4,427,640 Other receivables $ 1,197,196 $ - $ - $ 1,197,196 $ 1,197,196 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)	9 Months Ended
	Sep. 30, 2018
Other Receivables Tables
Other receivables	September 30, December 31, 2018 2017 R&D tax credits $ 924,815 $ 954,897 Other 272,381 149,237 Total other receivables $ 1,197,196 $ 1,104,134

Property, Equipment, and Leas_2

Property, Equipment, and Leasehold Improvements (Tables)	9 Months Ended
	Sep. 30, 2018
Property Equipment And Leasehold Improvements Tables
Property, equipment and leasehold improvements	September 30, December 31, 2018 2017 Laboratory equipment $ 190,406 $ 165,611 Computer equipment 67,693 44,364 Office equipment 37,263 36,334 Leasehold improvements 29,163 29,163 Total property, plant and equipment 324,525 275,472 Less accumulated depreciation (187,562 ) (141,485 ) Property, plant and equipment, net $ 136,963 $ 133,987

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2018
Intangible Assets And Goodwill Tables
Intangible assets	September 30, December 31, 2018 2017 In process research and development $ 422,638 $ 436,385 Less accumulated amortization (151,152 ) (128,794 ) In process research and development, net $ 271,486 $ 307,591 License agreements $ 3,447,955 $ 3,560,107 Less accumulated amortization (2,959,495 ) (2,521,743 ) License agreements, net $ 488,460 $ 1,038,364
Future amortization expense	2018 (balance of year) $ 181,203 2019 351,282 2020 35,220 2021 35,220 2022 35,220 2023 35,220
Goodwill	Goodwill Balance at December 31, 2017 $ 2,016,240 Foreign currency translation (63,516 ) Balance at September 30, 2018 $ 1,952,724

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Accounts Payable Tables
Accounts payable and accrued expenses	September 30, December 31, 2018 2017 Trade payables $ 503,924 $ 705,041 Accrued expenses 164,400 262,200 Accrued payroll 158,086 219,993 Total accounts payable and accrued expenses $ 826,410 $ 1,187,234

Original Issue Discounted Con_2

Original Issue Discounted Convertible Notes and Warrants (Tables)	9 Months Ended
	Sep. 30, 2018
Original Issue Discounted Convertible Notes And Warrants Tables
Convertible debt	December 31, 2017 Convertible debt $ 352,713 Accreted OID interest 34,488 Unamortized debt discount - warrants (129,836 ) Total convertible debt $ 257,365

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 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 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 outstanding and exercisable at January 1, 2018 3,371,385 $ 3.17 - $7.37 $ 5.28 Granted during the period 244,400 $ 2.55 - $2.75 $ 2.58 Expired during the period - - - Exercised during the period (503,070 ) $ 2.50 $ 2.50 Warrants outstanding and exercisable at September 30, 2018 3,112,715 $ 2.55 - $7.37 $ 4.83
Warrants by exercise price	Number of Weighted Average Weighted Shares Under Remaining Contract Average Exercise Price Warrants Life in Years Exercise Price $ 2.55 - $3.99 881,372 3.85 $ 4.00 - $4.99 196,632 3.26 $ 5.00 - $5.99 1,815,041 3.21 $ 6.00 - $6.99 187,750 3.01 $ 7.00 - $7.37 31,920 2.21 Total 3,112,715 3.37 $4.83
Assumptions	September 30, September 30, 2018 2017 Expected life (in years) 5 Volatility 84 % 87 % Risk-free interest rate 2.70 % 1.82% - 1.92 % Dividend yield - % - %

Stock-Based Compensation Plan (

Stock-Based Compensation Plan (Tables)	9 Months Ended
	Sep. 30, 2018
Stock-based Compensation Plan Tables
Assumptions	September 30, September 30, 2018 2017 Expected life (in years) 5 5 - 10 Volatility 85 % 71% - 90 % Risk-free interest rate 2.82 % 1.78 - 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 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 $ - Stock options outstanding at January 1, 2018 545,000 $ 4.05 7.13 $ - Granted during the period 539,000 $ 3.04 5.00 $ - Expired during the period - - Canceled during the period (90,000 ) $ 3.26 4.41 $ - Exercised during the period - - Stock options outstanding at September 30, 2018 994,000 $ 3.58 5.67 $ - Exercisable at September 30, 2018 260,000 $ 4.29 7.47 $ - Non-vested stock options outstanding at January 1, 2018 387,500 $ 3.89 6.39 $ - Granted during the period 539,000 $ 3.04 5.00 $ - Vested during the period (111,250 ) $ 3.67 5.64 $ - Expired during the period - - Canceled during the period (81,250 ) $ 3.26 4.41 $ - Exercised during the period - - Non-vested stock options outstanding at September 30, 2018 734,000 $ 3.32 5.04 $ -

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2018
Leases [Abstract]
Minimum future annual rental payments	2018 (balance of the year) $ 37,680 2019 $ 117,912 2020 $ 87,831

The Company, Basis of Present_2

The Company, Basis of Presentation, and Recent Accounting Pronouncements (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Company And Basis Of Presentation Details Narrative
State of incorporation	Delaware
Date of incorporation	Jan. 30, 2014
Accumulated deficit	$ (43,497,239)	$ (33,983,429)
Cash in excess of FDIC limit	$ 3,902,190	$ 78,859

Fair Value Disclosures (Details

Fair Value Disclosures (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Contingent Consideration	$ 1,580,000	$ 1,340,000
Level 1
Contingent Consideration	0	1,340,000
Level 2
Contingent Consideration	0	0
Level 3
Contingent Consideration	$ 1,580,000	$ 0

Fair Value Disclosures (Detai_2

Fair Value Disclosures (Details 1)	9 Months Ended
	Sep. 30, 2018USD ($)
Significant Accounting Policies Details 3
Contingent consideration, beginning	$ 1,340,000
Change in fair value	240,000
Contingent consideration, ending	$ 1,580,000

Fair Value Disclosures (Detai_3

Fair Value Disclosures (Details 2) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Cash	$ 4,427,640	$ 573,471
Other receivables	1,197,196	1,104,134
Notes Payable	0	159,180
Convertible debt	0	257,365
Level 1
Cash	0	0
Other receivables	0	0
Notes Payable		0
Convertible debt		0
Level 2
Cash	4,427,640	573,471
Other receivables	0	0
Notes Payable		0
Convertible debt		0
Level 3
Cash	0	0
Other receivables	$ 1,197,196	1,104,134
Notes Payable		159,180
Convertible debt		$ 387,201

Other Receivables (Details)

Other Receivables (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Other Receivables Details
R&D tax credits	$ 924,815	$ 954,897
Other	272,381	149,237
Other receivables	$ 1,197,196	$ 1,104,134

Property, Equipment, and Leas_3

Property, Equipment, and Leasehold Improvements (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, equipment and leasehold improvements, gross	$ 324,525	$ 275,472
Less accumulated depreciation	(187,562)	(141,485)
Property, equipment and leasehold improvements, net	136,963	133,987
Laboratory Equipment
Property, equipment and leasehold improvements, gross	190,406	165,611
Computer Equipment
Property, equipment and leasehold improvements, gross	67,693	44,364
Office Equipment
Property, equipment and leasehold improvements, gross	37,263	36,334
Leasehold Improvements
Property, equipment and leasehold improvements, gross	$ 29,163	$ 29,163

Property, Equipment, and Leas_4

Property, Equipment, and Leasehold Improvements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property Equipment And Leasehold Improvements Details Narrative
Depreciation expense	$ 15,653	$ 12,727	$ 46,073	$ 35,851

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
License Agreements
Intangible assets, gross	$ 3,447,955	$ 436,385
Less accumulated amortization	(2,959,495)	(128,794)
Intangible assets, net	488,460	307,591
In Process Research and Development
Intangible assets, gross	422,638	3,560,107
Less accumulated amortization	(151,152)	(2,521,743)
Intangible assets, net	$ 271,486	$ 1,038,364

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill (Details 1)	Sep. 30, 2018USD ($)
Amortization expense
2,018	$ 181,203
2,019	351,282
2,020	35,220
2,021	35,220
2,022	35,220
2,023	$ 35,220

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill (Details 2)	9 Months Ended
	Sep. 30, 2018USD ($)
Intangible Assets And Goodwill Details 1
Goodwill, beginning	$ 2,016,240
Foreign currency translation	(63,516)
Goodwill, ending	$ 1,952,724

Intangible Assets and Goodwil_5

Intangible Assets and Goodwill (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Intangible Assets And Goodwill Details Narrative
Amortization expense	$ 181,217	$ 164,877	$ 558,716	$ 520,734

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Accounts Payable Details
Trade payables	$ 503,924	$ 705,041
Accrued expenses	164,400	262,200
Accrued payroll	158,086	219,993
Accounts payable, net	$ 826,410	$ 1,187,234

Original Issue Discounted Con_3

Original Issue Discounted Convertible Notes and Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Sep. 30, 2018
Original Issue Discounted Convertible Notes And Warrants Details
Convertible Debt	$ 352,713
Accreted OID Interest	34,488
Unamortized Debt Discount - Warrants	(129,836)
Convertible Debt, Net	$ 257,365	$ 0

Equity (Details Narrative)

Equity (Details Narrative) - shares	Sep. 30, 2018	Dec. 31, 2017
Equity Details Narrative
Common stock shares, outstanding	16,940,462	12,042,574

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Warrants issued and exercisable, beginning	3,371,385	1,858,340
Granted	244,400	2,040,824
Expired	0	0
Exercised	(503,070)	0
Warrants issued and exercisable, ending	3,112,715	3,899,164
Exercise Price Expired	$ 0	$ 0
Exercise Price Exercised	2.50	0
Weighted average exercise price, beginning	5.28	5.66
Weighted average exercise price, Granted	2.58	5.16
Weighted average exercise price warrants, Expired	0	0
Weighted average exercise price warrants, Exercised	2.50	0
Weighted average exercise price, ending	4.83	5.40
Minimum
Exercise Price Outstanding, Beginning	3.17	4.76
Exercise Price Granted	2.55	3.53
Exercise Price Outstanding, Ending	2.55	3.53
Maximum
Exercise Price Outstanding, Beginning	7.37	7.37
Exercise Price Granted	2.75	6.50
Exercise Price Outstanding, Ending	$ 7.37	$ 7.37

Warrants (Details 1)

Warrants (Details 1)	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of shares under warrants	3,112,715
Weighted average remaining contract life in years	3 years 4 months 13 days
Weighted average exercise price | $ / shares	$ 4.83
Warrant 1
Exercise price	2.55 - $3.99
Number of shares under warrants	881,372
Weighted average remaining contract life in years	3 years 10 months 6 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 3 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 2 months 16 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 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 2 months 16 days

Warrants (Details 2)

Warrants (Details 2)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Expected life (in years)	5 years
Volatility	84.00%	87.00%
Risk-free interest rate	2.70%
Dividend yield	0.00%	0.00%
Minimum
Risk-free interest rate		1.82%
Maximum
Risk-free interest rate		1.92%

Stock-Based Compensation Plan_2

Stock-Based Compensation Plan (Details)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Expected life (in years)	5 years
Volatility	84.00%	87.00%
Risk-free interest rate	2.70%
Dividend yield	0.00%	0.00%
Minimum
Risk-free interest rate		1.82%
Maximum
Risk-free interest rate		1.92%
Stock Option
Expected life (in years)	5 years
Volatility	85.00%
Risk-free interest rate	2.82%
Dividend yield	0.00%	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 Plan_3

Stock-Based Compensation Plan (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Number of Options Outstanding, Beginning	387,500	0
Number of Options Granted	539,000	395,000
Number of Options Vested	(111,250)
Number of Options Expired	(81,250)	0
Number of Options Exercised		0
Number of Options Outstanding, Ending	734,000	395,000
Weighted Average Exercise Price Outstanding, Beginning	$ 3.89	$ 0
Weighted Average Exercise Price Granted	3.04	3.89
Weighted Average Exercise Price Vested	3.67
Weighted Average Exercise Price Expired	3.26	0
Weighted Average Exercise Price Exercised		0
Weighted Average Exercise Price Outstanding, Ending	$ 3.32	$ 3.89
Weighted Average Remaining Contract Life in Years, Beginning	6 years 4 months 20 days
Weighted Average Remaining Contract Life in Years, Ending	5 years 14 days	6 years 7 months 20 days
Weighted Average Remaining Contract Life in Years Exercisable		6 years 7 months 20 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 0	$ 0
Aggregate Intrinsic Value Granted	$ 0	$ 0
Aggregate Intrinsic Value Outstanding, Ending	$ 0	$ 0
Stock Option
Number of Options Outstanding, Beginning	545,000	0
Number of Options Granted	539,000	545,000
Number of Options Expired	(90,000)	0
Number of Options Exercised	0	0
Number of Options Outstanding, Ending	994,000	545,000
Number of Options Exercisable	260,000
Weighted Average Exercise Price Outstanding, Beginning	$ 4.05	$ 0
Weighted Average Exercise Price Granted	3.04	4.05
Weighted Average Exercise Price Vested	0
Weighted Average Exercise Price Expired	3.26	0
Weighted Average Exercise Price Exercised	0	0
Weighted Average Exercise Price Outstanding, Ending	3.58	$ 4.05
Weighted Average Exercise Price Exercisable	$ 4.48
Weighted Average Remaining Contract Life in Years, Beginning	7 years 1 month 17 days
Weighted Average Remaining Contract Life in Years, Ending	5 years 8 months 1 day	7 years 4 months 17 days
Weighted Average Remaining Contract Life in Years Exercisable	7 years 5 months 19 days	7 years 4 months 17 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 0	$ 0
Aggregate Intrinsic Value Granted	$ 0	$ 0
Aggregate Intrinsic Value Outstanding, Ending	$ 0	$ 0
Aggregate Intrinsic Value Exercisable	$ 0	$ 0	$ 0	$ 0

Interest Expense (Details Narra

Interest Expense (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Interest expense	$ 5,629	$ 408,106	$ 100,418	$ 696,327
Convertible Notes [Member]
Interest expense	$ 5,505	$ 408,048	$ 97,837	$ 695,103

Leases (Details)

Leases (Details)	Sep. 30, 2018USD ($)
Leases [Abstract]
2018 (balance of the year)	$ 37,680
2,019	117,912
2,020	$ 87,831

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Income Taxes Details Narrative
Gross deferred tax asset	$ 12,026,000	$ 9,918,000
Deferred tax asset valuation allowance	(12,026,000)	(9,918,000)
Net operating loss carry-forwards	$ 15,461,000	$ 12,374,000

Net Loss per Common Share (Deta

Net Loss per Common Share (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Warrants
Anti-dilutive shares excluded from earnings per share	3,112,715	3,899,164
Stock Option
Anti-dilutive shares excluded from earnings per share	994,000	545,000
Convertible Debt
Anti-dilutive shares excluded from earnings per share		100,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Accounts payable	$ 826,410	$ 1,187,234
JIST
Accounts payable	478,400	478,400
RHMS
Accounts payable	38,453	38,453
Consultant [Member]
Accounts payable	$ 90,000	$ 90,000