Co-Diagnostics (CODX) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 12, 2018
Document And Entity Information
Entity Registrant Name	Co-Diagnostics, Inc.
Entity Central Index Key	1,692,415
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		12,914,383
Trading Symbol	CODX
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 2,176,565	$ 3,534,454
Other receivables	2,597
Inventory		9,068
Prepaid expenses	211,719	908,352
Total current assets	2,390,881	4,451,874
Other Assets
Property and equipment, net	140,122	165,567
Investment in joint venture	182,392	44,885
Total other assets	322,514	210,452
Total assets	2,713,395	4,662,326
Current Liabilities
Accounts payable	66,669	40,819
Accrued expenses	95,110	96,645
Accrued expenses (related party)	120,000
Notes payable net of discount of $130,988 and $0	1,869,012
Deferred income-current	39,184	10,792
Total current liabilities	2,189,975	148,256
Long-term Liabilities, net of current portion
Accrued expenses-long-term (related party)	270,000	480,000
Deferred income-long-term	126,066	183,546
Total long-term liabilities, net of current portion	396,066	663,546
Total liabilities	2,586,041	811,802
Commitments and contingencies
STOCKHOLDERS' EQUITY :
Common stock, $.001 par value, 180,000,000 shares authorized; 12,665,023 and 12,317,184 shares issued and outstanding, respectively.	12,665	12,317
Additional paid-in capital	16,860,688	16,260,651
Accumulated deficit	(16,745,999)	(12,422,444)
Total stockholders' equity	127,354	3,850,524
Total liabilities and stockholders' equity	$ 2,713,395	$ 4,662,326

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Notes payable, discount	$ 130,988	$ 0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	12,665,023	12,317,184
Common stock, shares outstanding	12,665,023	12,317,184

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Net sales	$ 9,696	$ 2,598	$ 29,088	$ 5,064
Cost of sales				302
Gross profit	9,696	2,598	29,088	4,762
Operating expenses:
Sales and marketing	180,257	117,078	419,410	306,921
Administrative and general	1,150,170	1,405,955	2,880,884	2,013,213
Research and development	330,422	272,209	985,726	721,777
Depreciation and amortization	12,616	12,416	37,634	33,228
Total operating expenses	1,673,465	1,807,658	4,323,654	3,075,139
Loss from operations	(1,663,769)	(1,805,060)	(4,294,566)	(3,070,377)
Other expense:
Interest income	3,520		17,361
Interest expense	(48,857)	(14,801)	(48,857)	(310,233)
Loss on extinguishment of debt		(2,072,365)		(2,072,365)
Loss on disposition of assets		(1,281)		(1,281)
Gain on equity method investment in joint venture	67,961		2,507
Total other expense	22,624	(2,088,447)	(28,989)	(2,383,879)
Loss before income taxes	(1,641,145)	(3,893,507)	(4,323,555)	(5,454,256)
Provision for income taxes
Net loss	$ (1,641,145)	$ (3,893,507)	$ (4,323,555)	$ (5,454,256)
Basic and diluted income (loss) per common share	$ (0.13)	$ (0.33)	$ (0.35)	$ (0.52)
Weighted average common shares outstanding, basic and diluted	12,356,316	11,751,649	12,341,482	10,512,327

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (4,323,555)	$ (5,454,256)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	570,385	675,966
Accretion of notes payable discount		84,101
Loss on extinguishment of debt		2,072,365
Loss on disposition of assets		1,281
Gain of equity method investment	(2,507)
Depreciation and amortization	37,634	33,228
Changes in assets and liabilities:
Increase (decrease) in deferred income	(29,088)	196,936
Decrease in prepaid and other assets	694,036	114,279
Increase (decrease) in accounts payable and accrued expenses	(66,306)	57,135
Net cash used in operating activities	(3,119,401)	(2,218,965)
Cash flows from investing activities:
Purchase of property and equipment	(2,500)	(90,958)
Investment in joint venture	(135,000)
Net cash used by investing activities	(137,500)	(90,958)
Cash flows from financing activities:
Proceeds from the sale of equity	30,000	7,071,192
Proceeds from the issuance of debt	2,000,000
Payment of deferred debt acquisition costs	(130,988)
Principal payments on debt (related party)		(41,500)
Payment of deferred offering costs		(1,093,268)
Net cash provided by financing activities	1,899,012	5,936,424
Net increase (decrease) in cash	(1,357,889)	3,626,501
Cash and cash equivalents beginning of period	3,534,454	998,737
Cash and cash equivalents end of period	2,176,565	4,625,238
Supplemental disclosure of cash flow information:
Interest paid	26,000	73,523
Schedule of non-cash investing and financing activities:
Warrants issued for services		$ 256,198

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the three and nine-month periods ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed on March 28, 2018. Certain 2017 financial statement amounts have been reclassified to conform to 2018 presentations. Description of Business Co-Diagnostics, Inc. (“we,” “our,” the “Company” or “CDI”), a Utah corporation headquartered in Salt Lake City, Utah, is a molecular diagnostics company formed in April 2013 that develops, manufactures and markets a new, state-of-the-art diagnostics technology. CDI’s diagnostics systems are designed to enable very rapid, low-cost, sophisticated molecular testing for organisms and genetic diseases by greatly automating historically complex procedures in both the development and administration of tests. CDI’s newest technical advance involves a novel approach to Polymerase Chain Reaction (“PCR”) primer design (CoPrimers™) that eliminates one of the key vexing issues of PCR amplification, the exponential growth of primer-dimer pairs which adversely interferes with identification of the target DNA. In addition, CDI scientists have enhanced the understanding of the mathematics of DNA test design, so as to “engineer” a DNA test and automate algorithms to screen millions of possible designs to optimize DNA test design. CDI’s proprietary platform of Co-Dx™ technologies integrates and streamlines these steps as it analyzes biological samples. Co-Diagnostics’ portfolio of molecular diagnostics development products and tests represents a new advancement in the understanding of the molecular interactions of DNA. The Company uses highly specialized, proprietary cooperative-theory mathematics that may lead to a revolutionary leap forward in the detection of infectious diseases, genetic disorders and other conditions. CoDx™ tests are a fraction of the cost of other DNA-based tests, designed for a new generation of affordable, mobile point-of-care diagnostic devices and compatible with many other devices, creating opportunities for state-of-the-art diagnostics available anywhere in the world, including developing countries. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. The Company, an emerging growth company (“EGC”), has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In March 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, for public EGC companies like us. This update is not expected to have a significant impact on the Company’s financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. This update was issued with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public EGC companies like us. The update is not expected to have a significant impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842), which requires recognition of leased assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual periods and interim periods with those periods beginning after December 15, 2019, for public EGC companies like us. Management is currently evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09: “Revenue from Contracts with Customers (Topic 606)” which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional revenue recognition updates were also issued in 2016 and 2017, which further clarified certain aspects of the new revenue recognition guidance. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2018, for public EGC companies like us. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company is in the process of determining the method of adoption, but the update is not expected to have a significant impact on the Company’s financial statements since the Company’s revenue is currently immaterial.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three and nine months ended September 30, 2018, and 2017, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three and nine months ended September 30, 2018, there were 1,606,242 potentially dilutive shares consisting of 1,172,707 outstanding options and 433,535 outstanding warrants. For the three and nine months ended September 30, 2017, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable On August 3, 2018, we entered into a Note Purchase Agreement with Robert Salna, an existing shareholder of the Company and prior investor in the Company’s convertible debt securities. Pursuant to the agreement, the Company issued to Mr. Salna a Promissory Note, dated August 3, 2018, in the principal amount of $2,000,000 (the “Note”) in exchange for a loan to the Company of equal principal amount. The Note bears interest at the rate of nine percent (9.0%) per annum, payable quarterly in arrears. The maturity date of the Note is July 31, 2019. All unpaid principal and accrued interest on the Note will become due and payable on the maturity date. The Note is unsecured and provides for a default interest rate of eighteen percent (18.0%) per annum. The note is repayable in Canadian dollars with a minimum of 2.6 million in Canadian dollars due at maturity. For the three and nine months ended September 30, 2018, we included $26,000 in interest expense. At December 31, 2017 and September 30, 2017, we had no outstanding notes payable. However, for the three and nine months ended September 30, 2017, we included $14,801 and $310,233, respectively, of interest expense for notes outstanding prior to September 30, 2017.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	Note 4 – Stock-based Compensation Stock Incentive Plans The Co-Diagnostics, Inc. 2015 Long Term Incentive Plan reserves an aggregate of 6,000,000 shares. The number of unissued stock options authorized under the plan at September 30, 2018 was 4,827,293. Stock Options There were 850,000 options granted to nine employees in the three and nine months ended September 30, 2018 valued at $1,070,859. There were 61,335 options granted to three independent members of our Board of Directors in the three and nine months ended September 30, 2017 valued at $97,474. We recognize the value of granted options over the vesting period of each option. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected option term. In determining the expected volatility our computation is based the stock prices of 3 comparable companies and is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the option was issued with a maturity equal to the expected term of the option. The fair values for the options granted were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Risk free interest rate 3.07 % 1.53 % Expected life (in years) 10.0 5.0 Expected volatility 64.12 % 45.54 % Expected dividend yield 0.00 % 0.00 % Stock price $ 2.63 $ 3.85 The weighted average fair value of options granted during the nine months ended September 30, 2018 and 2017 was $1.93 and $1.59 per share, respectively. Included in stock-based compensation for the three and nine months ended September 30, 2018, the Company recognized expense of $380,445 recorded in our general and administrative department for 850,000 options granted to nine employees. Included in stock-based compensation for the nine months ended September 30, 2017, the Company recognized expense of $111,068 recorded in our general and administrative department (i) $97,474 for 61,335 options granted to three members of our board of directors and (ii) $13,594 for options vesting which had been granted prior to January 1, 2017. Included in stock-based compensation for the three months ended September 30, 2017, the Company recognized expense of $103,672 recorded in our general and administrative department (i) $97,474 for 61,335 options granted to three members of our board of directors and (ii) $6,198 for options vesting which had been granted prior to January 1, 2017. The following table summarizes option activity during the nine months and year ended September 30, 2018 and December 31, 2017, respectively. Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2017 261,372 $ 0.55 $ 0.49 8.63 Options granted 61,335 3.85 1.59 4.60 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2017 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at September 30, 2018 1,172,707 $ 2.23 $ 1.09 8.97 Warrants The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected warrant term. In determining the expected volatility our computation is based on the stock prices of three comparable companies and on a combination of historical and market-based implied volatility. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant. There were no warrants issued in the nine months ended September 30, 2018. There were 595,133 warrants issued in the nine months ended September 30, 2017. The fair values for the warrants issued were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2017 Risk free interest rate 1.89 % Expected life (in years) 4.7 Expected volatility 46.80 % Expected dividend yield 0.00 % Stock price $ 2.98 The weighted average fair value of warrants issued during the nine months ended September 30, 2017 was $1.74 per share. Included in stock-based compensation for both the three and nine months ended September 30, 2017, the Company recognized expense of $256,198 recorded in our general and administrative department for 297,727 warrants issued to two companies for services rendered. The following table summarizes warrant activity during the nine months and year ended September 30, 2018 and December 31, 2017, respectively. Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2017 111,129 8.25 0.11 4.91 Warrants issued 595,133 2.91 1.74 4.28 Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at December 31, 2017 706,262 $ 3.27 $ 1.48 4.22 Warrants issued — — — — Expired — — — — Forfeited warrants — — — — Exercised 272,727 0.64 0.54 3.64 Outstanding at September 30, 2018 433,535 $ 5.26 $ 2.08 3.37 The following table summarizes information about stock options and warrants outstanding at September 30, 2018. Outstanding Exercisable Weighted Average Remaining Weighted Average Weighted Average Range of Exercise Prices Number Outstanding Contractual Life (years) Exercise Price Number Exercisable Exercise Price $ 0.55 261,372 6.88 $ 0.55 261,372 $ 0.55 2.00-3.85 936,335 9.42 2.69 369,668 2.79 5.10-7.20 408,535 3.34 5.46 408,535 5.46 $ 0.11-7.20 1,606,242 7.46 $ 3.05 1,039,575 $ 3.27 Total unrecognized stock-based compensation was $707,929 at September 30, 2018 of which (i) $34,823 was for stock issued for services to be provided and ii) $673,106 was for options granted. The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2018 $ 110,760 2019 363,038 2020 234,131 Total $ 707,929

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions The Company acquired the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us and DNA Logix, Inc., which was assigned to Dr. Brent Satterfield, one of our current executive officers and directors, prior to our acquisition of DNA Logix, Inc. On March 1, 2017, the Company entered into an amendment to its Exclusive License Agreement for its Cooperative Primers (“License”) technology with Dr. Satterfield. The amendment provides in part that all accrued royalties under the License cease as of January 1, 2017, and we began in January to pay $700,000 of accrued royalties at the rate of $10,000 per month. For the nine months ended September 30, 2018 and 2017, the Company included $0 and $107,500, respectively as an expense for this license agreement in research and development. For the three months ended September 30, 2018 and 2017, the Company included no expense for this license agreement. At September 30, 2018, the aggregate balance of this related party liability was $390,000. Prior to July 12, 2017, the Company financed operations partly through short-term loans with related parties and through the deferral of payment to related parties for expenses incurred. At December 31, 2017, the Company accrued $480,000 in expenses for technology royalties payable to Dr. Satterfield.

Lease Obligations

Lease Obligations	9 Months Ended
	Sep. 30, 2018
Insurance [Abstract]
Lease Obligations	Note 6 – Lease Obligations Our offices are located at 2401 S. Foothill Dr., Suite D, Salt Lake City, Utah 84109-1479. On June 18, 2018, the Company entered into an addendum with our landlord for additional space. The new aggregate space consists of approximately 10,273 square feet and is leased under a multi-year contract at a rate of $14,086 per month expiring on January 31, 2020. For the three and nine months ended September 30, 2018, the Company expensed $46,539 and $122,165, respectively, for rent. For the three and nine months ended September 30, 2017, the Company expensed $18,900 and $44,583, respectively, for rent. The Company’s lease rent obligation is as follows: Year Amount 2018 $ 154,147 2019 169,033 2020 14,086 Total $ 337,266

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 7 – Subsequent Events On June 14, 2017, the Company entered into an Exclusive License Agreement with DNA Logix-Canada, Ltd., under the terms of which the Company exclusively licensed the right to market and sell various of the Company’s tests for mosquito borne diseases in Cuba, Brazil, and Canada in consideration of a $200,000 license fee. In 2018, the Company and the licensee jointly determined to terminate the license, which is in the best interests of the Company because it allows the Company to retain marketing and sales control of its tests. Pursuant to an Asset Purchase Agreement dated October 2, 2018, the Company terminated the license and acquired all of the marketing and sales contacts made by the licensee in consideration of the issuance of 249,360 shares of common stock and the issuance of a warrant to acquire 50,000 shares of common stock at an exercise price of $2.00 per share. The warrant has a five-year life. The licensee will remain a non-exclusive distributor of the Company’s tests in Cuba. In October 2018, the Company entered into an exclusive license agreement with LGC Biosearch Technologies, Inc. pursuant to which, the Company licensed the right to make, use and sell PCR tests for the AgBio field primarily to detect genetic sequences in seed products for the licensee’s customers and for research. The Company retains the right to design all such tests and intends to derive revenue from such design services. The Company evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events that need to be reported.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Earnings (Loss) Per Share	Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three and nine months ended September 30, 2018, and 2017, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three and nine months ended September 30, 2018, there were 1,606,242 potentially dilutive shares consisting of 1,172,707 outstanding options and 433,535 outstanding warrants. For the three and nine months ended September 30, 2017, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates.

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Fair Values Options Weighted Average Assumptions	The fair values for the options granted were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Risk free interest rate 3.07 % 1.53 % Expected life (in years) 10.0 5.0 Expected volatility 64.12 % 45.54 % Expected dividend yield 0.00 % 0.00 % Stock price $ 2.63 $ 3.85
Summary of Option Activity	The following table summarizes option activity during the nine months and year ended September 30, 2018 and December 31, 2017, respectively. Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2017 261,372 $ 0.55 $ 0.49 8.63 Options granted 61,335 3.85 1.59 4.60 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2017 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at September 30, 2018 1,172,707 $ 2.23 $ 1.09 8.97
Schedule of Fair Values Warrants Assumptions	The fair values for the warrants issued were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2017 Risk free interest rate 1.89 % Expected life (in years) 4.7 Expected volatility 46.80 % Expected dividend yield 0.00 % Stock price $ 2.98
Summary of Warrant Activity	The following table summarizes warrant activity during the nine months and year ended September 30, 2018 and December 31, 2017, respectively. Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2017 111,129 8.25 0.11 4.91 Warrants issued 595,133 2.91 1.74 4.28 Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at December 31, 2017 706,262 $ 3.27 $ 1.48 4.22 Warrants issued — — — — Expired — — — — Forfeited warrants — — — — Exercised 272,727 0.64 0.54 3.64 Outstanding at September 30, 2018 433,535 $ 5.26 $ 2.08 3.37
Summary of Stock Option and Warrant Outstanding	The following table summarizes information about stock options and warrants outstanding at September 30, 2018. Outstanding Exercisable Weighted Average Remaining Weighted Average Weighted Average Range of Exercise Prices Number Outstanding Contractual Life (years) Exercise Price Number Exercisable Exercise Price $ 0.55 261,372 6.88 $ 0.55 261,372 $ 0.55 2.00-3.85 936,335 9.42 2.69 369,668 2.79 5.10-7.20 408,535 3.34 5.46 408,535 5.46 $ 0.11-7.20 1,606,242 7.46 $ 3.05 1,039,575 $ 3.27
Schedule of Unrecognized Stock-based Compensation	The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2018 $ 110,760 2019 363,038 2020 234,131 Total $ 707,929

Lease Obligations (Tables)

Lease Obligations (Tables)	9 Months Ended
	Sep. 30, 2018
Insurance [Abstract]
Schedule of Lease Rent Obligations	The Company’s lease rent obligation is as follows: Year Amount 2018 $ 154,147 2019 169,033 2020 14,086 Total $ 337,266

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Antidilutive securities potentially dilutive shares	1,606,242	1,028,969	1,606,242	1,028,969
Outstanding Options [Member]
Antidilutive securities potentially dilutive shares	1,172,707	322,707	1,172,707
Outstanding Warrants [Member]
Antidilutive securities potentially dilutive shares	433,535	706,262	433,535
Options [Member]
Antidilutive securities potentially dilutive shares				322,707
Warrants [Member]
Antidilutive securities potentially dilutive shares				706,262

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	Aug. 03, 2018CAD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Aug. 03, 2018USD ($)	Dec. 31, 2017USD ($)
Debt principal amount						$ 2,000,000
Debt interest rate						9.00%
Debt maturity date	Jul. 31, 2019
Interest expense		$ 26,000	$ 14,801	$ 26,000	$ 310,233
Notes payable
Unsecured Debt [Member]
Debt interest rate						18.00%
CAD [Member]
Note repayable	$ 2,600,000

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Number of options granted			850,000	97,474	61,335
Weighted average fair value of options granted			$ 1.93	$ 1.59	$ 1.59
Stock-based compensation expense related to granted
Options vesting amount	$ 6,198		$ 13,594
Warrants issued		595,133		595,133
Weighted average fair value, warrant issued				$ 1.74	$ 1.74
Unrecognized stock-based compensation	$ 707,929		$ 707,929
Warrant [Member]
Warrants issued		297,727		297,727
General and Administrative Expense [Member]
Number of options granted		61,335
Options granted, value		$ 97,474
Stock-based compensation expense related to granted	380,445	$ 103,672	380,445	$ 111,068
General and Administrative Expense [Member] | Warrant [Member]
Options granted, value			673,106
Stock-based compensation expense related to granted	$ 256,198		256,198
Stock issued for services			$ 34,823
Nine Employees [Member]
Number of options granted	850,000		850,000
Options granted, value	$ 1,070,859		$ 1,070,859
Three Independent Members [Member]
Number of options granted		61,335		61,335
Options granted, value		$ 97,474		$ 97,474
Three Members Our Board of Directors [Member]
Options granted, value				$ 97,474
Stock-based compensation expense related to granted		$ 61,335	$ 61,335
2015 Long-term Incentive Plan [Member]
Aggregate number of common shares reserved	6,000,000		6,000,000
Unissued common stock options authorized shares	4,827,293		4,827,293

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Fair Values Options Weighted Average Assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk free interest rate	3.07%	1.53%
Expected life (in years)	10 years	5 years
Expected volatility	64.12%	45.54%
Expected dividend yield	0.00%	0.00%
Stock price	$ 2.63	$ 3.85

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Option Activity (Details) - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options Outstanding, Beginning	322,707	261,372	261,372
Options Outstanding Options granted	850,000	97,474	61,335
Options Outstanding Expired
Options Outstanding Forfeited options
Options Outstanding Exercised
Options Outstanding Ending	1,172,707		322,707
Weighted Average Exercise Price Outstanding, Beginning	$ 1.29	$ 0.55	$ 0.55
Weighted Average Exercise Price Options granted	2.63		3.85
Weighted Average Exercise Price Expired
Weighted Average Exercise Price Forfeited options
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Outstanding, Ending	2.23		1.29
Weighted Average Fair Value Outstanding, Beginning	0.70	0.49	0.49
Weighted Average Fair Value Options granted	1.93	$ 1.59	1.59
Weighted Average Fair Value Expired
Weighted Average Fair Value Forfeited options
Weighted Average Fair Value Exercised
Weighted Average Fair Value Outstanding, Ending	$ 1.09		$ 0.70
Weighted-average Remaining Contractual Life Outstanding, Beginning			8 years 7 months 17 days
Weighted-average Remaining Contractual Life Options granted	9 years 11 months 23 days		4 years 7 months 6 days
Weighted-average Remaining Contractual Life Outstanding, Ending	8 years 11 months 19 days		7 years 18 days

Stock-based Compensation - Sc_2

Stock-based Compensation - Schedule of Fair Values Warrants Assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Risk free interest rate	3.07%	1.53%
Expected life (in years)	10 years	5 years
Expected volatility	64.12%	45.54%
Expected dividend yield	0.00%	0.00%
Stock price	$ 2.63	$ 3.85
Warrant [Member]
Risk free interest rate		1.89%
Expected life (in years)		4 years 8 months 12 days
Expected volatility		46.80%
Expected dividend yield		0.00%
Stock price		$ 2.98

Stock-based Compensation - Su_2

Stock-based Compensation - Summary of Warrant Activity (Details) - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Warrant Outstanding, Beginning	706,262	111,129	111,129
Warrant Outstanding, Warrants issued			595,133
Warrant Outstanding, Expired
Warrant Outstanding, Forfeited warrants
Warrant Outstanding, Exercised	272,727
Warrant Outstanding, Ending	433,535		706,262
Weighted Average Exercise Price, Beginning	$ 3.27	$ 8.25	$ 8.25
Weighted Average Exercise Price, Warrant issued			2.91
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Forfeited warrants
Weighted Average Exercise Price, Exercised	0.64
Weighted Average Exercise Price, Ending	5.26		3.27
Weighted Average Fair Value, Beginning	1.48	0.11	0.11
Weighted Average Fair Value, Warrant issued		$ 1.74	1.74
Weighted Average Fair Value, Expired
Weighted Average Fair Value, Forfeited warrants
Weighted Average Fair Value, Exercised	0.54
Weighted Average Fair Value, Ending	$ 2.08		$ 1.48
Weighted-average Remaining Contractual Life (Years), Beginning	4 years 2 months 19 days		4 years 10 months 28 days
Weighted-average Remaining Contractual Life (Years), Warrants issued	3 years 7 months 21 days		4 years 3 months 11 days
Weighted-average Remaining Contractual Life (Years), Ending	3 years 4 months 13 days		4 years 2 months 19 days

Stock-based Compensation - Su_3

Stock-based Compensation - Summary of Stock Option and Warrant Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Number outstanding	433,535	706,262	111,129
Weighted average remaining contractual life	9 years 11 months 23 days	4 years 7 months 6 days
Number exercisable
Weighted average exercise price exercisable
Exercise Price 0.11-0.55 [Member]
Exercise Prices	$ 0.55
Number outstanding	261,372
Weighted average remaining contractual life	6 years 10 months 17 days
Weighted average exercise price	$ 0.55
Number exercisable	261,372
Weighted average exercise price exercisable	$ 0.55
Exercise Price 2.00-3.85 [Member]
Number outstanding	936,335
Weighted average remaining contractual life	9 years 5 months 1 day
Weighted average exercise price	$ 2.69
Number exercisable	369,668
Weighted average exercise price exercisable	$ 2.79
Exercise Price 5.10-7.20 [Member]
Number outstanding	408,535
Weighted average remaining contractual life	3 years 4 months 2 days
Weighted average exercise price	$ 5.46
Number exercisable	408,535
Weighted average exercise price exercisable	$ 5.46
Exercise Price 0.11-7.20 [Member]
Number outstanding	1,606,242
Weighted average remaining contractual life	7 years 5 months 16 days
Weighted average exercise price	$ 3.05
Number exercisable	1,039,575
Weighted average exercise price exercisable	$ 3.27
Minimum [Member] | Exercise Price 2.00-3.85 [Member]
Exercise Prices	2
Minimum [Member] | Exercise Price 5.10-7.20 [Member]
Exercise Prices	5.10
Minimum [Member] | Exercise Price 0.11-7.20 [Member]
Exercise Prices	0.11
Maximum [Member] | Exercise Price 2.00-3.85 [Member]
Exercise Prices	3.85
Maximum [Member] | Exercise Price 5.10-7.20 [Member]
Exercise Prices	7.20
Maximum [Member] | Exercise Price 0.11-7.20 [Member]
Exercise Prices	$ 7.20

Stock-based Compensation - Sc_3

Stock-based Compensation - Schedule of Unrecognized Stock-based Compensation (Details)	Sep. 30, 2018USD ($)
Total	$ 707,929
2018 [Member]
Total	110,760
2019 [Member]
Total	363,038
2020 [Member]
Total	$ 234,131

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 01, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Due to related party		$ 390,000		$ 390,000
Dr. Brent Satterfield [Member]
Royalty payments, per month						$ 480,000
Exclusive License Agreement [Member]
Accrued royalties	$ 700,000
Royalty payments, per month	$ 10,000
Research and development expense				$ 0	$ 107,500

Lease Obligations (Details Narr

Lease Obligations (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2018USD ($)a	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)a	Sep. 30, 2017USD ($)
Insurance [Abstract]
Area of land | a	10,273		10,273
Contract lease per month			$ 14,086
Lease expiration date			Jan. 31, 2020
Rent expenses	$ 46,539	$ 18,900	$ 122,165	$ 44,583

Lease Obligations - Schedule of

Lease Obligations - Schedule of Lease Rent Obligations (Details)	Sep. 30, 2018USD ($)
Insurance [Abstract]
2,018	$ 154,147
2,019	169,033
2,020	14,086
Total	$ 337,266

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jun. 14, 2017	Sep. 30, 2018	Sep. 30, 2017
Issuance of warrant to acquire common stock			595,133
Exclusive License Agreement [Member]
Number of common stock issued		249,360
Issuance of warrant to acquire common stock		50,000
Exercise price of warrant		$ 2
Warrant expiration term		5 years
Exclusive License Agreement [Member] | DNA Logix-Canada [Member]
Payments for license fee	$ 200,000