Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Basis of Accounting, Policy [Policy Text Block]

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 unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of

September

30,

2018,

its results of operations for the

three

and

nine

months ended

September

30,

2018

and

2017

and cash flows for the

nine

months ended

September

30,

2018

and

2017.

Operating results for the

nine

months ended

September

30,

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, Policy [Policy Text Block]

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 interim 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 deemed necessary.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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

December

31,

2017,

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

$0.6

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

of the fair value hierarchy.

Debt, Policy [Policy Text Block]

Convertible Debt

Upon maturity of the Series B convertible debt during the

second

quarter of

2018,

the Company repaid the outstanding principal and interest of approximately

$0.6

million and

$40,000,

respectively. As such, the Company does

not

have any debt outstanding as of

September

30,

2018.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Asset and Goodwill

Goodwill and intangible assets deemed to have indefinite lives are

not

amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset

may

not

be recoverable. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. In

January 2017,

the FASB issued revised guidance that simplifies the test for goodwill impairment, effective for fiscal years beginning after

December 15, 2019,

with early adoption permitted. Under the revised guidance, if a reporting unit’s carrying value exceeds its fair value, an impairment charge will be recorded to reduce the reporting unit to fair value. Prior to the revised guidance, the amount of the impairment was the difference between the carrying value of the goodwill and the "implied" fair value, which was calculated as if the reporting unit had just been acquired and accounted for as a business combination. The Company has a single reporting unit and all goodwill relates to that reporting unit. The Company's RES-

529

intangible asset and goodwill are assessed for impairment annually on

October 1

of the Company’s fiscal year or more frequently if impairment indicators exist. There was

impairment to the Company’s RES-

529

intangible asset recognized during the

three

nine

months ended

September 30, 2018

and

2017.

During the

three

months ended

September 30, 2018,

the Company recorded a non-cash goodwill impairment of

$4.2

million (see Note

Income Tax, Policy [Policy Text Block]

Income Taxes

December 22, 2017

the President of the United States signed into law the Tax Cuts and Jobs Act ("The

2017

Tax Act"), which resulted in significant changes from previous tax law. Among other things, the

2017

Tax Act reduced the federal corporate income tax rate to

21%

from

34%

effective

January 1, 2018

and also changed the net operating loss carryforwards’ period such that all net operating losses generated in

2018

and into the future now have an indefinite life. As a result of the change in net operating loss carryforward period, during the

three

and

nine

months ended

September

30,

2018,

the Company recognized an income tax benefit of

$0.2

million and

$0.5

million, respectively, to reflect the adjustment allowed by the

2017

Tax Act to utilize indefinite deferred tax liabilities as a source of income against indefinite lived portions of the Company’s deferred tax assets.

Earnings Per Share, Policy [Policy Text Block]

Net (Loss) Income Per Common Share

For the

three

and

nine

months ended

September 30, 2017,

the Company used the

two

-class method to compute net income per common share because the Company had issued securities (Series A convertible preferred stock) that entitled the holder to participate in dividends and earnings of the Company. Under this method, net income is reduced by any dividends earned during the period. The remaining earnings (undistributed earnings) were allocated to common stock and the Series A convertible preferred stock to the extent that the Series A convertible preferred stock was entitled to share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The

two

-class method is

not

applicable during periods with a net loss, as the holders of the convertible preferred stock would have

obligation to fund losses.

Diluted net (loss) income per common share is computed under the

two

-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, unvested restricted stock, warrants, and convertible debt. In addition, the Company analyzed the potential dilutive effect of the previously outstanding Series A convertible preferred stock under the “if-converted” method when calculating diluted earnings per share, in which it was assumed that the previously outstanding convertible preferred stock converted into common stock at the beginning of the period or when issued, if later. The Company would report the more dilutive of the approaches (

two

class or “if-converted”) as its diluted net (loss) income per share during the period.

For the periods in which the Company reported a net loss, there was

dilutive effect under either the

two

-class or “if-converted” method. For the

three

months ended

September 30, 2017,

the Company presented diluted net income per common share using the

two

-class method, which was more dilutive than the “if-converted” method.

For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include stock options, unvested restricted stock awards and warrants using the treasury stock method. The diluted loss per common share calculation is further affected by an add-back of change in fair value of warrant liability to the numerator under the assumption that the change in fair value of warrant liability would

not

have been incurred if the warrants had been converted into common stock. In addition, the Company considers the potential dilutive impact of its convertible debt instruments using the "if-converted" method.

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Basic net (loss) income per common share calculation:
Net (loss) income	$	(6,719,730	)	$	5,096,856		$	(12,798,872	)	$	(3,154,181	)
Accretion of Series A cumulative preferred dividends		—			(366,641	)		(85,993	)		(912,946	)
Undistributed earnings allocated to participating securities		—			(1,838,354	)
Deemed dividend related to the make-whole provision for the conversion of Series A preferred stock into common		—			—			(8,167,895	)		—
Net (loss) income attributable to common		(6,719,730	)		2,891,861			(21,052,760	)		(4,067,127	)

Weighted average common shares outstanding, basic		50,572,001			13,937,869			47,777,757			11,709,128
Net (loss) income per share of common, basic	$	(0.13	)	$	0.21		$	(0.44	)	$	(0.35	)

Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common		(6,719,730	)		2,891,861			(21,052,760	)		(4,067,127	)
Change in fair value of warrant liability		—			—			—			(18,909,792	)
Interest on convertible debt		—			28,891			—			—
Diluted net loss		(6,719,730	)		2,920,752			(21,052,760	)		(22,976,919	)
Weighted average common shares outstanding, basic		50,572,001			13,937,869			47,777,757			11,709,128
Common stock equivalents arising from stock options		—			20,608			—			—
Common stock equivalents arising from warrants		—			—			—			816,579
Common stock equivalents arising from convertible debt		—			756,376			—			—
Common stock equivalents		50,572,001			14,714,853			47,777,757			12,525,707
Diluted net loss per share of common	$	(0.13	)	$	0.20		$	(0.44	)	$	(1.83	)

The following potentially dilutive securities outstanding as of

September

30,

2018

and

2017

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Convertible debt		—		—		—		213,879
Common stock warrants		31,303,012		14,003,608		31,303,012		447,721
Stock options		3,213,797		2,521,605		3,213,797		2,545,989
Unvested restricted stock awards		—		4,599		—		4,599
		34,516,809		16,529,812		34,516,809		3,212,188

Amounts in the table reflect the common stock equivalents of the noted instruments.

As a result of the offering of its common stock consummated in

January 2018,

all outstanding shares of the Company's Series A convertible preferred stock converted into shares common stock. See Note

of these unaudited interim condensed consolidated statements for further details.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

August

2018,

the FASB issued ASU

2018

03,

Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurements,

which changes the fair value measurement disclosure requirements of ASC

820.

The goal of the ASU is to improve the effectiveness of ASC

820's

disclosure requirements. The guidance is applicable to public business entities for fiscal years beginning after

December 15, 2019

and interim periods within those years. The Company is currently evaluating the potential impact of the adoption of this standard on its related disclosures.

June

2018,

the FASB issued ASU

2018

07,

Improvements to Nonemployee Share-Based Accounting,

which simplifies the accounting for share-based payments granted to nonemployees for goods and services. The ASU supersedes ASC

505

and expands the scope of ASC

718

to include

all

share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC

718

associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. ASU

2018

generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, for all (

) liability-classified nonemployee awards that have

not

been settled as of the adoption date and (

) equity-classified nonemployee awards for which a measurement date has

not

been established. The guidance is applicable to public business entities for fiscal years beginning after

December 15, 2019

and interim periods within those years. 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.

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

January 2017,

the FASB issued ASU

2017

04,

Intangibles-Goodwill and Other (Topic

350

)

which simplifies the accounting for goodwill impairments by eliminating step

from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard will be effective for fiscal years beginning after

December

15,

2019,

including interim periods within such fiscal years. Early adoption is allowed for all entities as of

January 1, 2017,

for annual and any interim impairment tests occurring on or after

January 1, 2017.

The Company early adopted this standard in the

third

quarter of

2018.

See Note

for further discussion of the Company's intangible assets, including goodwill.

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

which supersedes the guidance in ASC

840,

Leases

. ASC

842

will be effective for the Company on

January 1, 2019,

and the Company expects to apply the practical expedients allowed by the standard. See Note

for details of the Company's current lease arrangement. While the Company continues to evaluate the provisions of ASC

842

to determine how it will be impacted, the primary effect of adopting the new standard will be to record assets and obligations for current operating leases. The adoption of ASC

842

not

expected to have a material impact on the Company's results of operations or cash flows.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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