3.	Basis of Presentation and Summary of Significant Accounting Policies

The Summary of Significant Accounting Policies included in our Form

-K for the year ended

December 31, 2017,

filed with the Securities and Exchange Commission on

April 2, 2018,

have

not

materially changed, except as set forth below.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”), and with the instructions to Form

-Q and Article

of Regulation S-

of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements of the Company include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of

March

31,

2018,

its results of operations and cash flows for the

three

months ended

March

31,

2018

and

2017.

Operating results for the

three

months ended

March

31,

2018

are

not

necessarily indicative of the results that

may

be expected for the year ending

December

31,

2018.

The unaudited interim condensed consolidated financial statements presented herein do

not

contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended

December

31,

2017

filed with the SEC on Form

-K on

April 2, 2018.

Use of Estimates

The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date the financial statements and reported amounts of expense during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited condensed consolidated financial statements, actual results

may

materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim condensed consolidated financial statements in the period they are determined necessary.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable, and accrued expenses approximate fair value due to the short-term nature of those instruments. As of

March

31,

2018

and

December

31,

2017,

the fair value of the Company’s outstanding Series B convertible note was approximately

$0.6

million. The fair value of the convertible note is determined using a binomial lattice model that utilizes certain unobservable inputs that fall within Level

of the fair value hierarchy.

Convertible Debt

The Company has convertible debt of

$0.6

million outstanding at both

March 31, 2018

and

December 31, 2017.

The debt accrues interest at a rate of

1%,

is convertible to Common Stock at a conversion price of

$2.74,

and matures on

June 30, 2018.

As of

March 31, 2018,

the Company had accrued interest of approximately

$38,000,

which is included within accrued expenses and other current liabilities within the unaudited condensed consolidated balance sheets.

Intangible Assets and Goodwill

The Company has an intangible asset, RES-

529,

with a carrying value of

$8.6

million and goodwill, with a carrying value of

$6.9

million at both

March 31, 2018

and

December 31, 2017.

RES-

529

and goodwill are assessed for impairment on

October 1

of the Company’s fiscal year or more frequently if impairment indicators exist. The Company has a single reporting unit and all goodwill relates to that reporting unit. There were

impairment indicators or impairments to RES-

529

or goodwill during the

three

months ended

March

31,

2018

and

2017.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during each period. Diluted net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, convertible preferred stock, common stock warrants, stock options and unvested restricted stock that would result in the issuance of incremental shares of Common Stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are

not

included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities outstanding as of

March

31,

2018

and

2017

have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:

	March 31,
	2018		2017
Convertible debt		214,880		766,351
Convertible preferred stock		—		12,376,329
Common stock warrants		31,707,223		14,016,608
Stock options		3,053,797		2,304,132
Unvested restricted stock awards		1,533		7,665
		34,977,433		29,471,085

Amounts in the table reflect the Common Stock equivalents of the noted instruments.

Recent Accounting Pronouncements

July 2017,

the FASB issued ASU

2017

11,

Earnings Per Share (Topic

260

); Distinguishing Liabilities from Equity (Topic

480

); Derivatives and Hedging (Topic

815

): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.

The

first

part of this update addresses the complexity of accounting for certain financial instruments with down round features and the

second

part addresses the complexity of distinguishing liabilities from equity. The guidance is applicable to public business entities for fiscal years beginning after

December 15, 2018

and interim periods within those years. The Company does

not

expect this new guidance to have a material impact on its consolidated financial statements.

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

)

. The FASB issued the update to require the recognition of lease assets and liabilities on the balance sheet of lessees. The standard will be effective for fiscal years beginning after

December

15,

2018,

including interim periods within such fiscal years. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated results of operations, financial position and cash flows and related disclosures.