PAVmed (PAVM) 10-Q 10 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 08, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	PAVmed Inc.
Entity Central Index Key	1,624,326
Trading Symbol	pavm
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,310,000
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 1,788,650	$ 767,268
Prepaid expenses and other current assets	177,818	8,761
Total Current Assets	1,966,468	776,029
Equipment, net	19,478
Deferred offering costs		438,061
TOTAL ASSETS	1,985,946	1,214,090
CURRENT LIABILITIES
Accounts payable	609,884	165,321
Accrued expenses and other current liabilities	232,352	414,851
Total Current Liabilities	842,236	580,172
COMMITMENTS AND CONTINGENCIES (NOTE 8)
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.001, 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2016 and December 31, 2015
Common stock, par value $0.001; 50,000,000 shares authorized, 13,310,000 and 12,250,000 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	13,310	12,250
Additional paid-in capital	7,121,721	2,672,652
Accumulated deficit	(5,991,321)	(2,050,984)
TOTAL STOCKHOLDERS' EQUITY	1,143,710	633,918
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,985,946	$ 1,214,090

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	13,310,000	12,250,000
Common stock, shares outstanding	13,310,000	12,250,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues
Formation and operating costs	1,350,248	274,371	2,827,721	697,866
Research and development costs	578,474	264,532	1,112,616	347,982
Total operating expenses	1,928,722	538,903	3,940,337	1,045,848
Net loss	$ (1,928,722)	$ (538,903)	$ (3,940,337)	$ (1,045,848)
Net loss per share, basic and diluted (in dollars per share)	$ (0.14)	$ (0.05)	$ (0.31)	$ (0.10)
Weighted average common shares outstanding - basic and diluted (in shares)	13,310,000	11,138,505	12,855,714	10,951,449

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($)	Common Stock	Additional paid-in capital	Accumulated Deficit	Total
Balance at Dec. 31, 2015	$ 12,250	$ 2,672,652	$ (2,050,984)	$ 633,918
Balance (in shares) at Dec. 31, 2015	12,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units issued in connection with initial public offering, net of offering costs	$ 1,060	3,949,441		3,950,501
Units issued in connection with initial public offering, net of offering costs (in shares)	1,060,000
Stock-based compensation expense		499,628		499,628
Net loss			(3,940,337)	(3,940,337)
Balance at Sep. 30, 2016	$ 13,310	$ 7,121,721	$ (5,991,321)	$ 1,143,710
Balance (in shares) at Sep. 30, 2016	13,310,000

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities
Net loss	$ (3,940,337)	$ (1,045,848)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	2,315
Stock-based compensation	499,628
Expense attributable to contributed services		300,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(169,057)	3,000
Accounts payable	538,063	142,317
Accrued expenses and other current liabilities	(182,499)	(1,048)
Net cash used in operating activities	(3,251,887)	(601,579)
Cash flows from investing activities
Purchase of equipment	21,793
Net cash used in investing activities	(21,793)
Cash flows from financing activities
Proceeds from issuance of units in connection with initial public offering	5,300,000
Payment of offering costs in connection with initial public offering	(1,004,938)	(72,204)
Proceeds from common stock issued upon exercise of warrants		1,250,000
Net cash provided by financing activities	4,295,062	1,177,796
Net increase in cash	1,021,382	576,217
Cash, beginning of period	767,268	839,077
Cash, end of period	1,788,650	1,415,294
Supplemental non-cash financing activities
IPO offering costs - issuance of warrants in exchange for legal services	$ 272,356	$ 272,356

The Company and Basis of Presen

The Company and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Organization And Plan Of Business Operations [Abstract]
The Company and Basis of Presentation	Note 1 — The Company and Basis of Presentation PAVmed Inc. (“PAVmed” or the “Company”) was organized under the laws of the State of Delaware on June 26, 2014 originally under the name of PAXmed Inc. On April 19, 2015, the Company changed its name to PAVmed Inc. The Company operates in one segment as a medical device company organized to advance a broad pipeline of innovative medical technologies from concept to commercialization using a business model focused on capital and time efficiency. Initial Public Offering On April 28, 2016, under a registration statement on Form S-1 declared effective January 29, 2016, the Company’s initial public offering (IPO) was consummated with the issuance of 1,060,000 units at an offering price of $5.00 per unit, with each unit consisting of one share of common stock and one warrant. The IPO resulted in gross cash proceeds of $5.3 million and $4.2 million of net cash proceeds, after deducting cash selling agent discounts and commissions and offering expenses. The warrants issued in the IPO became exercisable on October 28, 2016 and expire on January 29, 2022 or earlier upon redemption by the Company under certain conditions (see Note 9, Stockholders Equity). Each warrant has an exercise price of $5.00. Upon consummation of the IPO, the Company’s 9,560,295 previously outstanding warrants converted into identical warrants issued in the IPO. In connection with the consummation of the IPO, the units were approved for listing on the Nasdaq Capital Market (“Nasdaq”)under the symbol “PAVMU”. Subsequently, the common stock and warrants comprising the units began separate trading on Nasdaq on July 27, 2016 under the symbols “PAVM” and “PAVMW”, respectively, and the unit and symbol PAVMU ceased to be quoted and traded on Nasdaq. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial information. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year. Liquidity and Going Concern The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising sufficient additional capital, obtaining regulatory clearance for its products, commercializing its products, generating sufficient revenue, and its ability to continue to control expenses, to meet its obligations as they become due for the foreseeable future. A failure to raise sufficient capital, obtain regulatory clearance for its products, commercialize its products, or manage expenditures, among other factors, may adversely impact the Company’s ability to achieve its intended business objectives and raise substantial doubt of the Company’s ability to continue as a going concern. Since inception, the Company has incurred losses and negative cash flows from operating activities. During the three and nine month periods ended September 30, 2016, the Company incurred net losses of $1,928,722 and $3,940,337, respectively, and had net cash used in operating activities of $3,251,887 for the nine months ended September 30, 2016. At September 30, 2016, the Company had an accumulated deficit of $5,991,321, working capital of $1,124,232, and cash of $1,788,650. The Company anticipates incurring losses for the next several years as it completes the development of its products and seeks requested regulatory clearances to market such products. The Company does not expect to experience positive cash flows in the near future. To date, the Company has financed its operations with $2.1 million of net proceeds from private placements of equity securities and $4.2 million of net cash proceeds from its IPO. The Company estimates its existing cash-on-hand, absent any additional sources of cash, is sufficient to fund its operations into early 2017. Accordingly, the Company will need to raise additional funds to support its operating and capital needs beyond early 2017. The Company has engaged financial advisory firms to assist with its financing efforts, however, there is no assurance the financial advisory firms will be successful in these efforts. The Company may seek to issue additional equity and /or incur indebtedness. The issuance of additional equity and /or debt securities by the Company may result in additional dilution to its stockholders. If the additional funds result from the issue of debt securities and /or preferred stock, these securities could have rights senior to those of the Company’s common stock and could contain covenants which may restrict the Company’s operations. The Company may also seek funding through collaborations or other similar arrangements with third parties, including larger medical device companies. However, the Company may not be able to secure such financing in a timely manner or on terms it deems favorable, if at all. If the Company is unable to raise sufficient additional capital funding, it may need to substantially curtail its planned operations. The condensed consolidated financial statements have been prepared on the assumption the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company depends upon its ability, and will continue to attempt, to secure additional equity and /or debt financing, however, the Company may not be successful in these efforts, and without sufficient capital funding, there is substantial doubt of the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities resulting from the outcome of this uncertainty. Stock Split Effected in the Form of a Stock Dividend On September 21, 2015, the Company’s Board of Directors declared a 2.7872582-for-1 stock split to be effected in the form of a stock dividend. All basic and diluted earnings per share, average shares outstanding information and all applicable footnotes have been adjusted for the stock split. The number of authorized shares of common stock and preferred stock were not affected by the stock split and remain at 50,000,000 shares and 20,000,000 shares, respectively.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies, other than the adoption of a policy for equipment and stock-based compensation, including the early adoption of Accounting Standard Update (“ASU”) 2016-09 for stock based compensation as noted below. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Basis of Consolidation The accompanying condensed consolidated interim financial statements include the accounts of PAVmed and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the consolidated statement of operations. The useful lives of equipment are as follows: research and development equipment is five years and computer equipment is three years. Stock-Based Compensation The Company issues stock-based awards to employees, members of its board of directors, and non-employees. Stock-based awards to employees are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, and stock based awards to non-employees are accounted for in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees. ASC 718 requires all stock-based payments to employees, including grants of employee stock options and modifications to existing stock options, to be recognized in the statements of operations based on their fair values. ASC Topic 505-50 requires the fair value of the award to be remeasured at fair value as the award vests. In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented. Reclassification Certain previously reported amounts have been reclassified to conform to the presentation used in the condensed consolidated financial statements for the three and nine months ended September 30, 2016. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequently issued additional updates amending the guidance contained in Topic 606 thereby affecting the guidance contained in ASU 2014-09. ASU 2014-09 and the subsequent Topic 606 updates will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount equal to the consideration to which the entity expects to be entitled for those goods and services. ASU 2014-09 defines a five step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, including interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures). The Company is evaluating the guidance in ASU 2014-09 and the subsequent Topic 606 updates and has not yet determined what, if any, effect this guidance will have on its results of operations or financial condition. In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB Accounting Standards Codification Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic. The amendments of ASU 2016-15 add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The guidance of ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In February 2016, the FASB issued ASU No. 2016-02, Leases JOBS Act Accounting Election The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

Prepaid expenses and other curr

Prepaid expenses and other current assets	9 Months Ended
	Sep. 30, 2016
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses and other current assets	Note 3 — Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following as of: September 30 December 31 2016 2015 Security deposits $ 48,350 $ — Prepaid insurance 40,222 — Advanced payments to suppliers 89,246 8,761 Total prepaid expenses and other current assets $ 177,818 $ 8,761

Equipment, Net

Equipment, Net	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Equipment, Net	Note 4 — Equipment, Net Equipment, net consisted of the following as of: September 30 December 31 2016 2015 Research and development equipment $ 10,156 $ — Computer equipment 11,637 — 21,793 — Less: accumulated depreciation (2,315 ) — Total equipment, net $ 19,478 $ — Depreciation expense for the three and nine months ended September 30, 2016 was $1,478 and $2,315, respectively. No depreciation expense was incurred during the three and nine months ended September 30, 2015.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2016
Accrued Liabilities [Abstract]
Accrued expenses and other current liabilities	Note 5 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following for the periods indicated: September 30, December 31, 2016 2015 Chief Executive Officer contributed services deemed payable $ — $ 240,000 Accrued bonus payable 173,256 124,583 Accrued vacation 21,571 5,879 Accrued professional fees — 36,000 Accrued consulting fee 37,500 — Other 25 8,389 Total accrued expenses and other current liabilities $ 232,352 $ 414,851 Included in accrued consulting fee is $37,500 related to the initial payment for past services under a consulting agreement with Michael J. Glennon, Vice Chairman and member of the Board of Directors. See Note 7, Related Party Transactions, for further details regarding the consulting agreement with Mr. Glennon. In May 2016, the Company paid $364,583 of aggregate accrued compensation due to its Chief Executive Officer (“CEO”) upon the successful completion of the Company’s IPO. The salary and bonus compensation was accrued as of December 31, 2015 as the Company’s IPO closing was deemed probable. See Note 8, Commitments and Contingencies, for further details regarding the compensation paid to the CEO.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Note 6 — Income Taxes In the three and nine months ended September 30, 2016 and 2015, the Company recognized a deferred tax benefit which was fully offset by a corresponding valuation allowance. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded it is more-likely-than-not the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of September 30, 2016 and December 31, 2015.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 — Related Party Transactions Effective October 2015, the Company entered into a three-year management services agreement with HCP/Advisors LLC, an affiliate of a director of the Company, which replaced a prior contemplated management services agreement with HCFP LLC, another affiliate of the director and certain other officers and directors of the Company. Pursuant to the HCP/Advisors LLC agreement, such entity has agreed to provide the Company with certain management services, including without limitation identifying potential corporate opportunities, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers, and other advisory services as may be mutually agreed upon. The Company has agreed to pay HCP/Advisors LLC an initial monthly fee of $35,000 commencing as of November 1, 2015 and thereafter a monthly fee of $25,000. Under this agreement, the Company incurred fees of $75,000 and $225,000 during the three and nine months ended September 30, 2016, respectively, which is included in “Formation and operating costs” in the accompanying condensed consolidated statements of operations. Effective September 2016, the Company entered into a consulting agreement with HCFP /Strategy Advisors LLC, an affiliate of certain directors and officers of the Company (the “HCFP Strategic Advisory Agreement”). Under the HCFP Strategic Advisory Agreement, HCFP /Strategy Advisors has been engaged for an initial term of five months to provide various strategic advisory services, including: strategic business planning, to identify and assist with potential sources of financing arrangements, promotion of the Company to various potential investors, and to provide strategic advisory services as reasonably requested by the Company. The HCFP Strategic Advisory Agreement provides for total fee payments to HCFP /Strategy Advisors LLC of $110,000, with $30,000 paid upon execution of the agreement and $20,000 paid per month thereafter. The Company incurred expense of $30,000 in the three and nine months ended September 30, 2016 under the HCFP Strategic Advisory Agreement, which is included in “Formation and operating costs” in the accompanying condensed consolidated statements of operations. Effective September 2016, the Company also entered into a consulting agreement with Swartwood Hesse, Inc., an affiliate of HCFP /Strategy Advisors (which, as noted above, is an affiliate of certain directors and officers of the Company) (the “Swartwood Hesse Financial Advisory Agreement”). Under the Swartwood Hesse Financial Advisory Agreement, Swartwood Hesse has been engaged for an initial term of five months to provide advisory services regarding potential financing arrangements, assisting the Company with its investors relations, and to provide other financial advisory services as reasonably requested by the Company. The Swartwood Hesse Financial Advisory Agreement provides for total fee payments to Swartwood Hesse of $15,000, which was paid upon execution of the agreement. The Company may incur additional fees for investment banking services under a separate written agreement to be executed between the Company and Swartwood Hesse, Inc. The Company incurred expense of $15,000 in the three and nine months ended September 30, 2016 under the Swartwood Hesse Financial Advisory Agreement, which is included in “Formation and operating costs” in the accompanying condensed consolidated statements of operations. Effective October 1, 2016, the Company and Michael J. Glennon, Vice Chairman and a member of the Board of Directors, entered into a consulting agreement (the Glennon Consulting Agreement), under which Mr. Glennon provides the Company with services and advice relating to the successful development and commercialization of medical device products, including interfacing with outsourced contract manufacturers, assisting with development of the supply chain and establishing commercialization channels with independent distributors and strategic corporate partners, and providing such other services as requested by the Company’s Chairman and Chief Executive Officer. As compensation for his services, Mr. Glennon received an initial payment of $37,500 for past services upon execution of the consulting agreement, with the initial payment recognized as an accrued expense at September 30, 2016, and will receive a monthly retainer of $12,500 for each month thereafter. The Glennon Consulting Agreement may be terminated by either party upon 30 days’ prior written notice, except either party may terminate the Glennon Consulting Agreement immediately for cause (which includes an uncured material breach of the agreement). The Glennon Consulting Agreement also will terminate immediately if the parties agree to the employment of Mr. Glennon on a full-time basis. The Company incurred fees of $37,500 in the three and nine months ended September 30, 2016 under the Glennon Consulting Agreement, which is included in “Formation and operating costs” in the accompanying condensed consolidated statements of operations.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 — Commitments and Contingencies Chief Executive Officer Employment Agreement Effective November 1, 2014, the Company entered into an employment agreement with its CEO (the “CEO Employment Agreement”) for a five-year term with a base salary of $240,000 per year, and a guaranteed bonus equal to 50% of his base salary, beginning on January 1 of each year effective January 1, 2016. The CEO will also be eligible to earn annual performance bonuses upon meeting certain objectives as determined by the Board of Directors; provided, however, the base salary and guaranteed bonus was to be paid only upon, and subject to, the consummation of the IPO. On April 28, 2016, the CEO was granted a stock option to purchase 278,726 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The CEO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the Board of Directors with “good reason.” Effective November 1, 2015, the Company amended the CEO Employment Agreement, increasing the base salary from $240,000 to $295,000 per year commencing on November 1, 2015; provided, however, the base salary from November 1, 2014 to October 31, 2015 of $240,000 (“Contingent Salary”) was to be paid only upon, and subject to, the consummation of the IPO. As of December 31, 2015, the Company determined the likelihood of the IPO was probable and, therefore, a liability was recognized in the accompanying condensed consolidated balance sheets for the Contingent Salary and guaranteed 50% bonus. In May 2016, as a result of the closing of the Company’s IPO on April 28, 2016, the accrued salary and bonus compensation payable at December 31, 2015 totaling $364,583 was paid to the Company’s CEO. Chief Financial Officer Employment Agreement Effective as of October 8, 2015, the Company entered into a two-year employment agreement with its Chief Financial Officer (the “CFO Employment Agreement”) with a base salary of $275,000 per year. The Chief Financial Officer will be eligible to earn annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. Upon the consummation of the IPO, the Chief Financial Officer was also granted a stock option to purchase 125,000 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The Company also agreed to reimburse up to $2,200 per month to cover temporary housing and travel expenses for up to 12 months and to reimburse additional relocation expenses in the future. The CFO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the Chief Executive Officer with “good reason”. Chief Medical Officer Employment Agreement Effective July 1, 2016, the Company entered into a five-year employment agreement with its Chief Medical Officer (the “CMO Employment Agreement”) with a base salary of $285,000 per year, plus an initial bonus of $50,000 for services provided before the agreement’s effective date. The Chief Medical Officer will be eligible to earn annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. On April 28, 2016, the Chief Medical Officer was granted a stock option to purchase 278,726 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The CMO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the Chief Executive Officer with “good reason”. Patent License Agreement On November 2, 2016, the Company executed a Patent License Agreement (the “License Agreement”) with Tufts University and its co-owners, the Massachusetts Eye and Ear Infirmary and Massachusetts General Hospital (“the Licensors”). Pursuant to the License, the Licensors granted the Company the exclusive right and license to certain patents in connection with the development and commercialization of antibiotic-eluting resorbable ear tubes based on a proprietary aqueous silk technology conceived and developed by the Licensors. Upon execution of the License Agreement, the Company paid the Licensors an upfront non-refundable license fee of $20,000 as well as a payment of $30,000 as reimbursement of patent costs previously incurred by the Licensors. The License Agreement also provides for payments from the Company to the Licensors upon the achievement of certain product development and regulatory clearance milestones as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents. Leases The Company leases space for its corporate office, which initially provided for two consecutive six month terms beginning on February 1, 2016, rent payments of $9,500 per month and the option to cancel the lease agreement at the end of the initial six-month term at the election of the Company. Subsequently, the lease agreement was amended to add approximately 200 sq. ft. of rentable office space at an additional rate of $4,400 per month; and, extended the lease term through May 31, 2017. Total rent expense under this office space lease arrangement for the three and nine months ended September 30, 2016 was $41,406 and $92,656, respectively. At September 30, 2016, the Company’s aggregate future commitment under the amended lease was $111,200. Beginning on May 1, 2015, the Company rents access to a research and development facility for monthly rent of $1,000 on a month-to-month basis. Either the landlord or the Company may cancel this rental arrangement at any time. Total rental expense under this facility lease arrangement amounted to $3,000 and $9,000 for the three and nine months ended September 30, 2016, respectively, and $3,000 and $5,000 for the three and nine months ended September 30, 2015, respectively. Legal Proceedings In the normal course of business, from time-to-time, the Company may be subject to claims in legal proceedings. However, the Company does not believe it is currently a party to any pending legal actions. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company's business, financial position, results of operations, or cash flows.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Stockholders' Equity	Note 9 — Stockholders’ Equity IPO Units At April 28, 2016, the Company estimated the fair value of its common stock using the guideline transaction method of the market approach. The Company calculated the revenue multiples implied by recent IPOs of comparable companies over the past three years. This resulted in a median projected revenue multiple of 3.55x. Since the Company was not revenue producing as of its IPO date, projected revenues were developed for the years 2017 through 2020 based on market assumptions for the Company’s products and these revenues were then discounted using a discount rate in line with the Company’s cost of capital. The Company then applied the revenue multiple to the average of its discounted revenues to determine its total equity value and divided the total equity value by the number of common shares outstanding immediately prior to the IPO to arrive at an estimated fair value of common stock of $3.50. Warrants At September 30, 2016 and December 31, 2015, the Company had warrants outstanding to purchase 10,620,295 and 9,560,295 shares, respectively. The outstanding 9,560,295 warrants as of December 31, 2015 automatically converted into warrants having the same terms and conditions as the 1,060,000 warrants issued in the Company’s IPO on April 28, 2016, including a $5.00 per share warrant exercise price and a warrant term of six (6) years. Commencing April 28, 2017, the Company may redeem the outstanding warrants (other than those outstanding prior to the IPO held by the Company’s management, founders, and members thereof, but including the warrants held by the initial investors), at the Company’s option, in whole or in part, at a price of $0.01 per warrant: * at any time while the warrants are exercisable; * upon a minimum of 30 days’ prior written notice of redemption; * if, and only if, the volume weighted average price of the Company’s common stock equals or exceeds $10.00 (subject-to adjustment) for any 20 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the stock is at least 20,000 shares per day; and, * if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. On October 28, 2016, the Company filed a Registration Statement on Form S-1 to register the issuance of the 1,060,000 shares of the Company’s common stock upon the exercise of the 1,060,000 warrants issued in the Company’s IPO. As of the date of this filing on Form 10Q, the Registration Statement has not yet been declared effective by the Securities and Exchange Commission. Unit Purchase Options On April 28, 2016, the Company issued unit purchase options to the selling agents in the Company’s IPO. The unit purchase options provide for the purchase of 53,000 units at an exercise price of $5.50 per unit. Each unit covered by the unit purchase options is identical to the units sold in the Company’s IPO and consists of one share of common stock and one warrant to purchase a share of common stock at $5.00 per share. The Company estimated the fair value of the unit purchase options issued to the selling agents was approximately $105,100, which was accounted for as offering costs of the Company’s IPO. The fair value of the unit purchase options was determined using a Black-Scholes option pricing model with the following assumptions: fair value of the underlying unit of $5.00, dividend yield of 0.00%, expected volatility of 50%, risk free rate of 1.28% and remaining contractual term of 4.6 years. The valuation assumptions for the unit purchase options were determined as follows: Expected dividend yield: The estimate for annual dividends is $0.00 as the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. Expected stock price volatility: The expected volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period commensurate with the expected term of the unit purchase options. Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with the assumed expected unit purchase options term. Expected term of the unit purchase options: The expected term of the unit purchase options represents the period of time the unit purchase options are expected to be outstanding, which is their contractual term.

Stock Based Compensation

Stock Based Compensation	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Based Compensation	Note 10 — Stock Based Compensation In November 2014, the Company’s Board of Directors and stockholders adopted the 2014 Long-Term Incentive Equity Plan (“the Stock Plan”). The Stock Plan is designed to enable the Company to offer employees, officers, directors and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The Stock Plan reserves 1,951,081 shares of common stock for issuance in accordance with the Stock Plan’s terms. All of the Company’s officers, directors, employees, and consultants, as well as those of its subsidiaries, are eligible to be granted awards under the Stock Plan. The types of awards that may be granted under the Stock Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Company’s Board of Directors. On April 28, 2016, upon the closing of the Company’s IPO, a total of 1,588,313 stock options were granted, including 961,178 to management, 487,770 to members of the board of directors, and 139,365 to members of the Company’s medical advisory board. The stock options have a ten (10) year contractual term from date of grant, have an exercise price of $5.00 per share, and vest 3/36 on the third month after the grant date and 1/36 on each successive month thereafter for the following 33 months. In November 2016, the Company granted 25,000 stock options to a new member of the Company’s medical advisory board, with a ten (10) year contractual term from the date of grant, an exercise price of $10.50 per share, and vesting ratably on a quarterly basis over a three year period commencing December 31, 2016. The cost of stock-based compensation awards granted to employees and directors are determined based on the grant-date fair value for stock options granted to employees and members of the board of directors and the vesting date fair value for stock options granted to non-employee members of the medical advisory board, with the cost recognized over the award’s service period. Stock-based compensation expense for the three and nine months ended September 30, 2016 and 2015 was recognized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Formation and operating $ 292,085 $ — $ 447,232 $ — Research and development 30,900 — 52,396 — Total stock-based compensation $ 322,985 $ — $ 499,628 $ — At September 30, 2016, there were 362,768 shares of common stock available for grant under the Plan. The following table summarizes information about stock options for the periods presented below: Weighted Number Average Aggregate Stock Exercise Intrinsic Options Price Value Outstanding at December 31, 2014 — $ — Granted 1,588,313 $ 5.00 Exercised — $ — Forfeited — $ — Outstanding at September 30, 2016 1,588,313 $ 5.00 $ 14,294,817 Vested and exercisable at September 30, 2016 220,599 $ 5.00 $ 1,985,391 Vested or expected to vest at September 30, 2016 1,588,313 $ 5.00 The aggregate intrinsic value is computed as the difference between the exercise price of the underlying stock options and the quoted price of the common stock on September 30, 2016, to the extent the exercise price is less than the quoted price. The weighted average remaining contractual term of stock options outstanding was 9.6 years at September 30, 2016. The weighted average remaining contractual term of stock options vested and exercisable was 9.6 years at September 30, 2016. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk- free investments, and the expected dividend yield for the Company’s stock. Stock options issued to employees: The grant date fair values of stock options granted to employees and members of the board of directors was $1.32, calculated using the following Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2016 2015 Risk-free interest rate 1.40 % — % Expected term of options (in years) 5.8 — Expected stock price volatility 50 % — % Expected dividend yield 0 % — % Stock options issued to non-employees: The weighted average fair value of stock options granted to non-employees at was $10.43 as of September 30, 2016, with such fair value calculated using the following Black-Scholes valuation model assumptions: Nine Months Ended September 30, 2016 2015 Risk-free interest rate 1.49% - 1.55 % — % Expected term of options (in years) 9.8 - 9.6 — % Expected stock price volatility 60 % — % Expected dividend yield 0 % — % The weighted-average valuation assumptions for all stock-based awards were determined as follows: Weighted-average risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. Expected term of options: The expected term of stock options represents the period of time options are expected to be outstanding, which for employees is the expected term derived using the simplified method and for non-employees is the contractual term. Expected stock price volatility: The expected volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period commensurate with the expected term of the option. Expected dividend yield: The estimate for annual dividends is $0.00 as the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. At September 30, 2016 there was $3,007,376 of total unrecognized compensation cost related to stock options, which is expected to be recognized over the next 2.6 years (which represents the weighted average remaining requisite service periods for such awards).

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Loss Per Share	Note 11 —Loss Per Share Basic loss per share is calculated by dividing the loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential dilutive common shares would have been anti-dilutive. The following table sets forth the comparison of basic and fully diluted net loss per share for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net loss attributable to common stockholders $ (1,928,722 ) $ (538,903 ) $ (3,940,337 ) $ (1,045,848 ) Weighted-average common shares outstanding 13,310,000 11,138,505 12,855,714 10,951,449 Net loss per common share - basic and diluted $ (0.14 ) $ (0.05 ) $ (0.31 ) $ (0.10 ) The following securities at September 30, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding, as their inclusion would be anti-dilutive: September 30, 2016 2015 Warrants 10,620,295 9,560,295 Stock options 1,588,313 — Unit purchase options as to shares of common stock 53,000 — Unit purchase options as to shares underlying warrants 53,000 — Total 12,314,608 9,560,295

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events Except as otherwise noted herein, the Company has evaluated subsequent events through the date of filing of this Quarterly Report on Form 10-Q, and determined there to be no events requiring adjustments to the condensed consolidated financial statements or disclosures therein.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Basis of Consolidation	Basis of Consolidation The accompanying condensed consolidated interim financial statements include the accounts of PAVmed and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.
Equipment	Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the consolidated statement of operations. The useful lives of equipment are as follows: research and development equipment is five years and computer equipment is three years.
Stock-Based Compensation	Stock-Based Compensation The Company issues stock-based awards to employees, members of its board of directors, and non-employees. Stock-based awards to employees are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, and stock based awards to non-employees are accounted for in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees. ASC 718 requires all stock-based payments to employees, including grants of employee stock options and modifications to existing stock options, to be recognized in the statements of operations based on their fair values. ASC Topic 505-50 requires the fair value of the award to be remeasured at fair value as the award vests. In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented.
Reclassification	Reclassification Certain previously reported amounts have been reclassified to conform to the presentation used in the condensed consolidated financial statements for the three and nine months ended September 30, 2016.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequently issued additional updates amending the guidance contained in Topic 606 thereby affecting the guidance contained in ASU 2014-09. ASU 2014-09 and the subsequent Topic 606 updates will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount equal to the consideration to which the entity expects to be entitled for those goods and services. ASU 2014-09 defines a five step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, including interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures). The Company is evaluating the guidance in ASU 2014-09 and the subsequent Topic 606 updates and has not yet determined what, if any, effect this guidance will have on its results of operations or financial condition. In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB Accounting Standards Codification Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic. The amendments of ASU 2016-15 add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The guidance of ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In February 2016, the FASB issued ASU No. 2016-02, Leases
JOBS Act Accounting Election	JOBS Act Accounting Election The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

Prepaid expenses and other cu20

Prepaid expenses and other current assets (Tables)	9 Months Ended
	Sep. 30, 2016
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of prepaid expenses and other current assets	September 30 December 31 2016 2015 Security deposits $ 48,350 $ — Prepaid insurance 40,222 — Advanced payments to suppliers 89,246 8,761 Total prepaid expenses and other current assets $ 177,818 $ 8,761

Equipment, Net (Tables)

Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Schedule of equipment	September 30 December 31 2016 2015 Research and development equipment $ 10,156 $ — Computer equipment 11,637 — 21,793 — Less: accumulated depreciation (2,315 ) — Total equipment, net $ 19,478 $ —

Accrued Expenses and Other Cu22

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2016
Accrued Liabilities [Abstract]
Schedule of accrued expenses	September 30, December 31, 2016 2015 Chief Executive Officer contributed services deemed payable $ — $ 240,000 Accrued bonus payable 173,256 124,583 Accrued vacation 21,571 5,879 Accrued professional fees — 36,000 Accrued consulting fee 37,500 — Other 25 8,389 Total accrued expenses and other current liabilities $ 232,352 $ 414,851

Stock Based Compensation (Table

Stock Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of stock - based compensation awards granted	Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Formation and operating $ 292,085 $ — $ 447,232 $ — Research and development 30,900 — 52,396 — Total stock-based compensation $ 322,985 $ — $ 499,628 $ —
Schedule of information about options	Weighted Number Average Aggregate Stock Exercise Intrinsic Options Price Value Outstanding at December 31, 2014 — $ — Granted 1,588,313 $ 5.00 Exercised — $ — Forfeited — $ — Outstanding at September 30, 2016 1,588,313 $ 5.00 $ 14,294,817 Vested and exercisable at September 30, 2016 220,599 $ 5.00 $ 1,985,391 Vested or expected to vest at September 30, 2016 1,588,313 $ 5.00
Employees and members of the board of directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of fair values of stock options granted using Black-Scholes valuation model assumptions	Nine Months Ended 2016 2015 Risk-free interest rate 1.40 % — % Expected term of options (in years) 5.8 — Expected stock price volatility 50 % — % Expected dividend yield 0 % — %
Non-employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of fair values of stock options granted using Black-Scholes valuation model assumptions	Nine Months Ended September 30, 2016 2015 Risk-free interest rate 1.49% - 1.55 % —% Expected term of options (in years) 9.8 - 9.6 —% Expected stock price volatility 60 % —% Expected dividend yield 0 % —%

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of comparison of basic and fully diluted net loss per share	Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net loss attributable to common stockholders $ (1,928,722 ) $ (538,903 ) $ (3,940,337 ) $ (1,045,848 ) Weighted-average common shares outstanding 13,310,000 11,138,505 12,855,714 10,951,449 Net loss per common share - basic and diluted $ (0.14 ) $ (0.05 ) $ (0.31 ) $ (0.10 )
Schedule of antidilutive securities excluded from computation of diluted earnings per share	September 30, 2016 2015 Warrants 10,620,295 9,560,295 Stock options 1,588,313 — Unit purchase options as to shares of common stock 53,000 — Unit purchase options as to shares underlying warrants 53,000 — Total 12,314,608 9,560,295

Organization and Plan of Busine

Organization and Plan of Business Operations (Detail Textuals)	1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 28, 2016USD ($)$ / sharesshares	Sep. 21, 2015	Sep. 30, 2016USD ($)shares	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)Segmentshares	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)
Organization And Plan Of Business Operations [Line Items]
Number of operating segments | Segment					1
Net loss			$ (1,928,722)	$ (538,903)	$ (3,940,337)	$ (1,045,848)
Net cash used in operating activities					(3,251,887)	(601,579)
Accumulated deficit			(5,991,321)		(5,991,321)		$ (2,050,984)
Working capital			1,124,232		1,124,232
Cash			$ 1,788,650	$ 1,415,294	1,788,650	$ 1,415,294	$ 767,268	$ 839,077
Net proceeds from private placements					2,100,000
Gross proceeds from initial public offering					5,300,000
Net proceeds from initial public offering net of selling agent discounts and commissions, offering expenses					$ 4,200,000
Stock split		2.7872582-for-1
Common stock, shares authorized | shares			50,000,000		50,000,000		50,000,000
Preferred stock, shares authorized | shares			20,000,000		20,000,000		20,000,000
Warrants
Organization And Plan Of Business Operations [Line Items]
Exercise price (in dollars per share) | $ / shares	$ 5
Number of warrants outstanding before IPO | shares							9,560,295
Initial Public Offering
Organization And Plan Of Business Operations [Line Items]
Number of units offered in IPO | shares	1,060,000
Number of common stock offered in one unit | shares	1
Number of warrants offered in one unit | shares	1
Offering price per unit | $ / shares	$ 5
Gross proceeds from initial public offering	$ 5,300,000
Net proceeds from initial public offering net of selling agent discounts and commissions, offering expenses	$ 4,200,000
Number of warrants outstanding before IPO | shares	9,560,295

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Detail Textuals)	9 Months Ended
	Sep. 30, 2016
Research and development equipment
Accounting Policies [Line Items]
Useful lives of equipment	Five years
Computer equipment
Accounting Policies [Line Items]
Useful lives of equipment	Three years

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Detail Textuals 1)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Depreciation method	straight-line method

Prepaid expenses and other cu28

Prepaid expenses and other current assets (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Prepaid Expense and Other Assets, Current [Abstract]
Security deposits	$ 48,350
Prepaid insurance	40,222
Advanced payments to suppliers	89,246	8,761
Total prepaid expenses and other current assets	$ 177,818	$ 8,761

Equipment, Net (Details)

Equipment, Net (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 21,793
Less: accumulated depreciation	(2,315)
Total equipment, net	19,478
Research and development equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	10,156
Computer equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 11,637

Equipment, Net (Detail Textuals

Equipment, Net (Detail Textuals) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,478	$ 2,315

Accrued Expenses and Other Cu31

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Accrued Liabilities [Abstract]
Chief Executive Officer contributed services deemed payable		$ 240,000
Accrued bonus payable	173,256	124,583
Accrued vacation	21,571	5,879
Accrued professional fees		36,000
Accrued consulting fee	37,500
Other	25	8,389
Total accrued expenses and other current liabilities	$ 232,352	$ 414,851

Accrued Expenses and Other Cu32

Accrued Expenses and Other Current Liabilities (Detail Textuals) - USD ($)	1 Months Ended
	May 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Accrued Expenses [Line Items]
Accrued consulting fee		$ 37,500
Chief Executive Officer
Accrued Expenses [Line Items]
Aggregate accrued compensation	$ 364,583

Related Party Transactions (Det

Related Party Transactions (Detail Textuals) - USD ($)	Nov. 01, 2015	Sep. 30, 2016	Oct. 31, 2015	Sep. 30, 2016	Sep. 30, 2016
Management Services Agreement | HCP/Advisors LLC
Related Party Transaction [Line Items]
Term of agreement			3 years
Fees incurred	$ 35,000			$ 75,000	$ 225,000
Monthly fees			$ 25,000
Consulting Agreement | HCFP /Strategy Advisors LLC
Related Party Transaction [Line Items]
Total fee payments		$ 110,000
Fees incurred				30,000	30,000
Monthly fees		20,000
Agreement fee paid upon execution		30,000
Consulting Agreement | Swartwood Hesse, Inc
Related Party Transaction [Line Items]
Fees incurred				15,000	15,000
Agreement fee paid upon execution		$ 15,000
Consulting Agreement | Michael J. Glennon
Related Party Transaction [Line Items]
Fees incurred				$ 37,500	37,500
Monthly fees					12,500
Initial payment upon execution of consulting agreement					$ 37,500

Commitments and Contingencies (

Commitments and Contingencies (Detail Textuals) - USD ($)	Nov. 01, 2015	Oct. 08, 2015	Nov. 01, 2014	Jul. 31, 2016	Apr. 28, 2016	Sep. 30, 2016	Dec. 31, 2015
Commitments And Contingencies Disclosure [Line Items]
Accrued salary and bonus payable							$ 240,000
Employment Agreement | Chief Executive Officer
Commitments And Contingencies Disclosure [Line Items]
Term of agreement			5 years
Base salary	$ 295,000		$ 240,000
Percentage of bonus	50.00%		50.00%
Accrued salary and bonus payable							$ 364,583
Number of options granted					278,726
Exercise price per share (in dollars per share)					$ 5
Employment Agreement | Chief Financial Officer
Commitments And Contingencies Disclosure [Line Items]
Term of agreement		2 years
Base salary		$ 275,000
Employment Agreement | Chief Financial Officer | Initial Public Offering
Commitments And Contingencies Disclosure [Line Items]
Number of options granted		125,000
Exercise price per share (in dollars per share)		$ 5
Amount of reimbursement per month		$ 2,200
Employment Agreement | Chief Medical Officer
Commitments And Contingencies Disclosure [Line Items]
Term of agreement				5 years
Base salary				$ 285,000
Initial bonus				$ 50,000
Number of options granted					278,726
Exercise price per share (in dollars per share)					$ 5

Commitments and Contingencies35

Commitments and Contingencies (Detail Textuals 1)	Nov. 02, 2016USD ($)	Feb. 01, 2016USD ($)	May 01, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)ft²	Sep. 30, 2015USD ($)
Patent License Agreement | Subsequent Event
Commitments And Contingencies Disclosure [Line Items]
Upfront non-refundable license fee	$ 20,000
Payment of reimbursement of patent costs	$ 30,000
Lease Agreement
Commitments And Contingencies Disclosure [Line Items]
Term of lease		6 months
Rent expense		$ 9,500		$ 41,406		$ 92,656
Area of rentable office space | ft²						200
Additional rental rate per month						$ 4,400
Aggregate future lease commitment				111,200		111,200
Research and development facility
Commitments And Contingencies Disclosure [Line Items]
Rent expense			$ 1,000	$ 3,000	$ 3,000	$ 9,000	$ 5,000

Stockholders' Equity (Detail Te

Stockholders' Equity (Detail Textuals) - $ / shares	1 Months Ended
	Oct. 28, 2016	Apr. 28, 2016	Sep. 30, 2016	Dec. 31, 2015
Unit Purchase Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock price per share		$ 5
Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant price per share		$ 5
Number of warrants issued during Initial Public Offering		1,060,000
Number of securities called by warrants or rights			10,620,295	9,560,295
Number of outstanding warrants				9,560,295
Warrant term		6 years
Weighted average price of common stock		$ 10
Warrants | Investors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant price per share		$ 0.01
Number days of prior written notice for redemption		30 days
Number of consecutive trading day		20 days
Number of business day		3 days
Average daily trading volume of shares		20,000
IPO Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock price per share		$ 3.50
Median projected revenue multiple		3.55x
Number of outstanding warrants		9,560,295
IPO Units | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities called by warrants or rights	1,060,000
IPO Units | Warrants | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants issued during Initial Public Offering	1,060,000

Stockholders' Equity (Detail 37

Stockholders' Equity (Detail Textuals 1) - Unit Purchase Options	1 Months Ended
	Apr. 28, 2016USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair Value Measurements, Valuation Techniques	Black-Scholes option pricing model
fair value of underlying unit | $ / shares	$ 5
Dividend yield	0.00%
Expected volatility	50.00%
Risk free rate	1.28%
Remaining contractual term	4 years 7 months 6 days
Selling agents
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction | shares	53,000
Common stock exercise price | $ / shares	$ 5.50
Number of common stock offered in one unit | shares	1
Number of warrants offered in one unit | shares	1
Offering price of each IPO Unit | $ / shares	$ 5
Fair value of unit options | $	$ 105,100

Stock Based Compensation (Detai

Stock Based Compensation (Details) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation	$ 322,985		$ 499,628
Formation and operating
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation	292,085		447,232
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation	$ 30,900		$ 52,396

Stock Based Compensation (Det39

Stock Based Compensation (Details 1) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - USD ($)	1 Months Ended	9 Months Ended
	Apr. 28, 2016	Sep. 30, 2016
Number of Stock Options
Outstanding at December 31, 2014
Granted	1,588,313	1,588,313
Exercised
Forfeited
Outstanding at September 30, 2016		1,588,313
Vested and exercisable at September 30, 2016		220,599
Vested or expected to vest at September 30, 2016		1,588,313
Weighted Average Exercise Price
Outstanding at December 31, 2014
Granted	$ 5	5
Exercised
Forfeited
Outstanding at September 30, 2016		5
Vested and exercisable at September 30, 2016		5
Vested or expected to vest at September 30, 2016		$ 5
Aggregate Intrinsic Value
Outstanding at September 30, 2016		$ 14,294,817
Vested and exercisable at September 30, 2016		$ 1,985,391

Stock Based Compensation (Det40

Stock Based Compensation (Details 2) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - Stock options to employees and members of board of directors	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	1.40%
Expected term of options (in years)	5 years 9 months 18 days
Expected stock price volatility	50.00%
Expected dividend yield	0.00%

Stock Based Compensation (Det41

Stock Based Compensation (Details 3) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - Stock options to non-employees	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate
Expected stock price volatility	60.00%
Expected dividend yield	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.49%
Expected term of options (in years)	9 years 9 months 18 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.55%
Expected term of options (in years)	9 years 7 months 6 days

Stock Based Compensation (Det42

Stock Based Compensation (Detail Textuals) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - $ / shares	1 Months Ended		9 Months Ended
	Nov. 30, 2016	Apr. 28, 2016	Sep. 30, 2016	Nov. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock authorized				1,951,081
Number of options granted		1,588,313	1,588,313
Shares of common stock available for grant of stock options				362,768
Contractual term of stock options		10 years
Exercise price per share (in dollars per share)		$ 5	$ 5
Vesting on July 28, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting potion of stock options		3/36 of the grants
Vesting after July 28, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting potion of stock options		1/36 of the grant for 33 months
Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		961,178
Members of the board of directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		487,770
Members of the Company's medical advisory board
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		139,365
New member of the Company's medical advisory board | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	25,000
Contractual term of stock options	10 years
Exercise price per share (in dollars per share)	$ 10.50
Vesting potion of stock options	P3Y

Stock Based Compensation (Det43

Stock Based Compensation (Detail Textuals 1) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan")	9 Months Ended
	Sep. 30, 2016USD ($)$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimate for annual dividends payments | $	$ 0
Total unrecognized compensation cost related to stock options | $	$ 3,007,376
Period for recognition of unrecognized compensation cost	2 years 7 months 6 days
Weighted average remaining contractual term of stock options outstanding	9 years 7 months 6 days
Weighted average remaining contractual term of stock options vested and exercisable	9 years 7 months 6 days
Stock options to employees and members of board of directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock options granted | $ / shares	$ 1.32
Stock options to non-employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock options granted | $ / shares	$ 10.43

Loss Per Share (Details)

Loss Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (1,928,722)	$ (538,903)	$ (3,940,337)	$ (1,045,848)
Weighted-average common shares outstanding	13,310,000	11,138,505	12,855,714	10,951,449
Net loss per common share - basic and diluted (in dollars per share)	$ (0.14)	$ (0.05)	$ (0.31)	$ (0.10)

Loss Per Share (Details 1)

Loss Per Share (Details 1) - shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	12,314,608	9,560,295
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	10,620,295	9,560,295
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	1,588,313
Unit purchase options as to shares of common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	53,000
Unit purchase options as to shares underlying warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted shares outstanding	53,000