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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2017	Mar. 28, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	TENAX THERAPEUTICS, INC.
Entity Central Index Key	0000034956
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 20,740,682
Entity Common Stock, Shares Outstanding		1,428,037
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 1,604,810	$ 9,995,955
Marketable securities	6,122,400	3,284,616
Accounts receivable	50,171	72,599
Prepaid expenses	285,512	275,005
Total current assets	8,062,893	13,628,175
Marketable securities	1,809,428	8,586,110
Property and equipment, net	9,945	19,105
Other assets	8,435	1,106,785
Total assets	9,890,701	23,340,175
Current liabilities
Accounts payable	611,861	727,599
Accrued liabilities	363,306	5,245,546
Warrant liabilities	33,673	226,092
Total current liabilities	1,008,840	6,199,237
Total liabilities	1,008,840	6,199,237
Commitments and contingencies; see Note I
Stockholders' equity
Common stock, par value $.0001 per share; authorized 400,000,000 shares; issued and outstanding 1,411,840 and 1,406,002, respectively	141	2,812
Additional paid-in capital	222,397,198	221,816,447
Accumulated other comprehensive loss	(16,193)	(18,718)
Accumulated deficit	(213,499,285)	(204,659,603)
Total stockholders' equity	8,881,861	17,140,938
Total liabilities and stockholders' equity	$ 9,890,701	$ 23,340,175

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders' equity
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	400,000,000	400,000,000
Common stock, issued	1,411,840	1,406,002
Common stock, outstanding	1,411,840	1,406,002

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating expenses
General and administrative	$ 5,678,581	$ 6,245,958
Research and development	3,527,317	13,139,681
Loss on impairment of long-lived assets	0	33,265,100
Total operating expenses	9,205,898	52,650,739
Net operating loss	9,205,898	52,650,739
Other income	(366,216)	(764,735)
Income tax benefit	0	(7,962,100)
Net loss	8,839,682	43,923,904
Unrealized gain on marketable securities	(2,525)	(110,724)
Total comprehensive loss	$ 8,837,157	$ 43,813,180
Net loss per share, basic and diluted	$ (6.27)	$ (31.24)
Weighted average number of common shares outstanding, basic and diluted	1,410,630	1,405,992

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional paid-in capital	Accumulated other comprehensive gain (loss)	Accumulated deficit	Total
Beginning Balance, Shares at Dec. 31, 2015	1,405,985
Beginning Balance, Amount at Dec. 31, 2015	$ 2,812	$ 221,285,677	$ (129,442)	$ (160,735,699)	$ 60,423,348
Compensation on options and restricted stocks issued, Share	17
Compensation on options and restricted stocks issued, Amount		530,770			530,770
Unrealized gain on marketable securities			110,724		110,724
Net income (loss)				(43,923,904)	(43,923,904)
Ending Balance, Shares at Dec. 31, 2016	1,406,002
Ending Balance, Amount at Dec. 31, 2016	$ 2,812	221,816,447	(18,718)	204,659,603	17,140,938
Compensation on options and restricted stocks issued, Share	5,838
Compensation on options and restricted stocks issued, Amount	$ 12	578,068			578,080
Par value adjustment due to reverse stock split	$ (2,683)	(2,683)
Unrealized gain on marketable securities			2,525		2,525
Net income (loss)				(8,839,682)	(8,839,682)
Ending Balance, Shares at Dec. 31, 2017	1,411,840
Ending Balance, Amount at Dec. 31, 2017	$ 141	$ 222,397,198	$ (16,193)	$ (213,499,285)	$ 8,881,861

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (8,839,682)	$ (43,923,904)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	13,621	18,952
Loss on impairment, disposal and write down of long-lived assets	0	33,265,100
Loss (Gain) on disposal of property and equipment	76	(74,388)
Issuance and vesting of compensatory stock options and warrants	498,491	529,708
Issuance of common stock as compensation	79,589	1,062
Change in the fair value of warrants	(192,419)	(298,248)
Amortization of premium on marketable securities	187,513	652,861
Deferred income taxes	0	(7,962,100)
Changes in operating assets and liabilities
Accounts receivable, prepaid expenses and other assets	1,110,272	23,801
Accounts payable and accrued liabilities	(4,997,978)	1,895,856
Net cash used in operating activities	(12,140,517)	(15,871,300)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of marketable securities	(299,172)	(7,255,578)
Sale of marketable securities	4,053,081	29,390,264
Purchase of property and equipment	(4,537)	(2,884)
Proceeds from the sale of property and equipment	0	75,000
Net cash provided by (used in) investing activities	3,749,372	22,206,802
Net change in cash and cash equivalents	(8,391,145)	6,335,502
Cash and cash equivalents, beginning of period	9,995,955	3,660,453
Cash and cash equivalents, end of period	$ 1,604,810	$ 9,995,955

A. DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS

Description of Business—Tenax Therapeutics (the “Company”) was originally formed as a New Jersey corporation in 1967 under the name Rudmer, David & Associates, Inc., and subsequently changed its name to Synthetic Blood International, Inc. On June 17, 2008, the stockholders of Synthetic Blood International approved the Agreement and Plan of Merger dated April 28, 2008, between Synthetic Blood International and Oxygen Biotherapeutics, Inc., a Delaware corporation. Oxygen Biotherapeutics was formed on April 17, 2008, by Synthetic Blood International to participate in the merger for the purpose of changing the state of domicile of Synthetic Blood International from New Jersey to Delaware. Certificates of Merger were filed with the states of New Jersey and Delaware, and the merger was effective June 30, 2008. Under the Plan of Merger, Oxygen Biotherapeutics was the surviving corporation and each share of Synthetic Blood International common stock outstanding on June 30, 2008 was converted to one share of Oxygen Biotherapeutics common stock. On September 19, 2014, the Company changed its name to Tenax Therapeutics, Inc.

On October 18, 2013, the Company created a wholly owned subsidiary, Life Newco, Inc., a Delaware corporation (“Life Newco”), to acquire certain assets of Phyxius Pharma, Inc., a Delaware corporation (“Phyxius”), pursuant to an Asset Purchase Agreement, dated October 21, 2013 (the “Asset Purchase Agreement”), by and among the Company, Life Newco, Phyxius and the stockholders of Phyxius (the “Phyxius Stockholders”). On November 13, 2013, under the terms and subject to the conditions of the Asset Purchase Agreement, Life Newco acquired certain assets, including a license granting Life Newco an exclusive, sublicenseable right to develop and commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial in the United States and Canada.

Reverse Stock Split

The Company initiated a 1-for-20 reverse stock split effective February 23, 2018 at 5:00 p.m. All shares and per share amounts in these Consolidated Financial Statements and notes thereto have been retroactively adjusted to give effect to the reverse stock split.

Going Concern

Management believes the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $213,499,285 and $204,659,603 at December 31, 2017 and 2016, respectively, and used cash in operations of $12,140,517 and $15,871,300 during the years ended December 31, 2017 and 2016, respectively. The Company requires substantial additional funds to complete clinical trials and pursue regulatory approvals. Management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying December 31, 2017 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

SUMMARY OF CRITICAL ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts and transactions of Tenax Therapeutics, Inc. and Life Newco, Inc. All material intercompany transactions and balances have been eliminated in consolidation.

Goodwill

Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired, including identifiable intangible assets, and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized.

Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate potential impairment. The Company’s goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company assesses qualitative factors to determine if its sole reporting unit’s fair value is more likely than not to exceed its carrying value, including goodwill. In the event the Company determines that it is more likely than not that its reporting unit’s fair value is less than its carrying amount, quantitative testing is performed comparing recorded values to estimated fair values. If the fair value exceeds the carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, an impairment charge is recognized through a charge to operations based upon the excess of the carrying value of goodwill over the implied fair value.

During the year ended December 31, 2016, the Company recognized an impairment charge of $33.3 million related to our levosimendan product in Phase 3 clinical trial, which represents approximately $22 million for in-process research and development (“IPR&D”) assets and approximately $11.3 million for goodwill.

The LEVO-CTS trial was completed in December of 2016. Based on the data from the trial, levosimendan, given prophylactically prior to cardiac surgery to patients with reduced left ventricular function, had no effect on the co-primary outcomes. The study did not achieve statistically significant reductions in the dual endpoint of death or use of a mechanical assist device at 30 days, nor in the quad endpoint of death, myocardial infarction, need for dialysis, or use of a mechanical assist device at 30 days. Based on the results of the LEVO-CTS trial and subsequent U.S. Food and Drug Administration (“FDA”) feedback, the Company does not anticipate additional development of levosimendan for the treatment of low cardiac output syndrome (“LCOS”) in patients undergoing cardiac surgery. As of December 31, 2016, management determined the IPR&D asset, and corresponding goodwill, was more than temporarily impaired.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.

Cash Concentration Risk

On July 21, 2010, the Wall Street Reform and Consumer Protection Act permanently increased the Federal Deposit Insurance Corporation (the “FDIC”) insurance limits to $250,000 per depositor per insured bank. The Company had cash balances of $849,851 and $9,362,812 uninsured by the FDIC as of December 31, 2017 and 2016, respectively.

Liquidity and Capital Resources

The Company has financed its operations since September 1990 through the issuance of debt and equity securities and loans from stockholders. The Company had total current assets of $8,062,893 and $13,628,175 and working capital of $7,054,053 and $7,428,937 as of December 31, 2017 and 2016, respectively.

Cash resources, including the fair value of the Company’s available for sale marketable securities as of December 31, 2017 were approximately $9.5 million, compared to approximately $21.9 million as of December 31, 2016.

The Company expects to continue to incur expenses related to development of levosimendan for pulmonary hypertension and other potential indications, as well as identifying and developing other potential product candidates. Based on its resources at December 31, 2017, the Company believes that it has sufficient capital to fund its planned operations through the first quarter of calendar year 2019. However, the Company will need substantial additional financing in order to fund its operations beyond such period and thereafter until it can achieve profitability, if ever. The Company depends on its ability to raise additional funds through various potential sources, such as equity and debt financing, or to license its product candidates to another pharmaceutical company. The Company will continue to fund operations from cash on hand and through sources of capital similar to those previously described. The Company cannot assure that it will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs.

To the extent that the Company raises additional funds by issuing shares of its common stock or other securities convertible or exchangeable for shares of common stock, stockholders will experience dilution, which may be significant. In the event the Company raises additional capital through debt financings, the Company may incur significant interest expense and become subject to covenants in the related transaction documentation that may affect the manner in which the Company conducts its business. To the extent that the Company raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or product candidates or grant licenses on terms that may not be favorable to the Company. Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance.

Deferred financing costs

Deferred financing costs represent legal, due diligence and other direct costs incurred to raise capital or obtain debt. Direct costs include only “out-of-pocket” or incremental costs directly related to the effort, such as a finder’s fee and accounting and legal fees. These costs will be capitalized if the efforts are successful or expensed when unsuccessful. Indirect costs are expensed as incurred. Deferred financing costs related to debt are amortized over the life of the debt. Deferred financing costs related to issuing equity are charged to Additional Paid-in Capital.

Derivative financial instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible promissory note instruments and other convertible equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under FASB ASC 815, Derivatives and Hedging (“ASC 815”) to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments and are evaluated and accounted for in accordance with the provisions of ASC 815.

Preclinical Study and Clinical Accruals

The Company estimates its preclinical study and clinical trial expenses based on the services received pursuant to contracts with several research institutions and contract research organizations (“CROs”) that conduct and manage preclinical and clinical trials on its behalf. The financial terms of the agreements vary from contract to contract and may result in uneven expenses and payment flows. Preclinical study and clinical trial expenses include the following:

fees paid to CROs in connection with clinical trials,

fees paid to research institutions in conjunction with preclinical research studies, and

fees paid to contract manufacturers and service providers in connection with the production and testing of active pharmaceutical ingredients and drug materials for use in preclinical studies and clinical trials.

Property and Equipment, Net

Property and equipment are stated at cost, subject to adjustments for impairment, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives:

Laboratory equipment	3 – 5 years
Office equipment	5 years
Office furniture and fixtures	7 years
Computer equipment and software	3 years
Leasehold improvements	Shorter of useful life or remaining lease term

Maintenance and repairs are charged to expense as incurred, improvements to leased facilities and equipment are capitalized.

Research and Development Costs

Research and development costs include, but are not limited to, (i) expenses incurred under agreements with CROs and investigative sites, which conduct our clinical trials and a substantial portion of our preclinical studies; (ii) the cost of manufacturing and supplying clinical trial materials; (iii) payments to contract service organizations, as well as consultants; (iv) employee-related expenses, which include salaries and benefits; and (v) facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, depreciation of leasehold improvements, equipment, laboratory and other supplies. All research and development expenses are expensed as incurred.

Income Taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax bases of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Stock-Based Compensation

The Company accounts for stock based compensation in accordance with ASC 718 Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards granted, modified and settled to our employees and directors. The Company chose the “straight-line” attribution method for allocating compensation costs of each stock option on a straight-line basis over the requisite service period using the Black-Scholes Option Pricing Model to calculate the grant date fair value.

Loss Per Share

Basic loss per share, which excludes antidilutive securities, is computed by dividing net loss by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, restricted stock and warrants.

The following outstanding options, restricted stock grants, convertible note shares and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect.

	Year ended December 31,
	2017		2016

Options to purchase common stock		188,744		236,706
Warrants to purchase common stock		120,773		120,794
Restricted stock grants		-		12

Operating Leases

The Company maintains operating leases for its office and laboratory facilities. The lease agreements may include rent escalation clauses and tenant improvement allowances. The Company recognizes scheduled rent increases on a straight-line basis over the lease term beginning with the date the company takes possession of the leased space. Differences between rental expense and actual rental payments are recorded as deferred rent liabilities and are included in “Other liabilities” on the consolidated balance sheets.

Recent Accounting Pronouncements

In July 2017, the Financial Accounting Standards Board (the “FASB”), issued an accounting standard that changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The standard will be effective on January 1, 2019. Early adoption is permitted, including adoption in an interim period. The Company does not believe adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued an accounting standard that provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities, or a set, does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the guidance requires a set to be considered a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The standard became effective on January 1, 2018 and was adopted on a prospective basis. The Company does not believe adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued an accounting standard that clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. The standard is effective in the Company’s first quarter of fiscal 2018. The Company does not believe adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued an accounting standard that amends how credit losses are measured and reported for certain financial instruments that are not accounted for at fair value through net income. This standard will require that credit losses be presented as an allowance rather than as a write-down for available-for-sale debt securities and will be effective for interim and annual reporting periods beginning January 1, 2020, with early adoption permitted, but not earlier than annual reporting periods beginning January 1, 2019. A modified retrospective approach is to be used for certain parts of this guidance, while other parts of the guidance are to be applied using a prospective approach. The Company does not believe adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued an accounting standard that supersedes nearly all existing revenue recognition guidance under GAAP. The standard is principles-based and provides a five-step model to determine when and how revenue is recognized. The core principle of the standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued a standard to clarify the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued a standard to clarify the implementation guidance on identifying performance obligations and licensing. The standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. In July 2015, the FASB agreed to defer the effective date of the standard from annual periods beginning after December 15, 2016, to annual periods beginning after December 15, 2017. Early application prior to the original effective date was not permitted. The standard permits the use of either the retrospective or cumulative effect transition method.

The Company reviewed its current accounting policies and practices to assess the impact of the guidance on its business processes. Based on this evaluation, the adoption of this standard will not have a material impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued an accounting standard intended to improve financial reporting regarding leasing transactions. The standard will require the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by all leased assets. The standard will also require it to provide enhanced disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from all leases, operating and capital, with lease terms greater than 12 months. The standard is effective for financial statements beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.

In January 2016, the FASB issued an accounting standard that will enhance the Company’s reporting for financial instruments. The standard is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Earlier adoption is permitted for interim and annual reporting periods as of the beginning of the fiscal year of adoption. The Company does not believe adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

Fair Value

The Company determines the fair value of its financial assets and liabilities in accordance with the FASB Accounting Standards Codification (“ASC”) 820 Fair Value Measurements. The Company’s balance sheet includes the following financial instruments: cash and cash equivalents, investments in marketable securities and warrant liabilities. The Company considers the carrying amount of its cash and cash equivalents and short-term notes payable to approximate fair value due to the short-term nature of these instruments.

Accounting for fair value measurements involves a single definition of fair value, along with a conceptual framework to measure fair value, with a fair value defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The fair value measurement hierarchy consists of three levels:

Level one

Quoted market prices in active markets for identical assets or liabilities;

Level two

Inputs other than level one inputs that are either directly or indirectly observable; and

Level three

Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The Company applies valuation techniques that (1) place greater reliance on observable inputs and less reliance on unobservable inputs and (2) are consistent with the market approach, the income approach and/or the cost approach, and include enhanced disclosures of fair value measurements in the Company’s consolidated financial statements.

Investments in Marketable Securities

The Company classifies all of its investments as available-for-sale. Unrealized gains and losses on investments are recognized in comprehensive income/(loss), unless an unrealized loss is considered to be other than temporary, in which case the unrealized loss is charged to operations. The Company periodically reviews its investments for other than temporary declines in fair value below cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes the individual unrealized losses represent temporary declines primarily resulting from interest rate changes. Realized gains and losses are reflected in other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss and are determined using the specific identification method with transactions recorded on a settlement date basis.

The Company recognized a gain of $422 and a loss $41,955 for the years ended December 31, 2017 and 2016, respectively.

Investments with original maturities at date of purchase beyond three months and which mature at or less than 12 months from the balance sheet date are classified as current. Investments with a maturity beyond 12 months from the balance sheet date are classified as long-term. At December 31, 2017, the Company believes that the costs of its investments are recoverable in all material respects.

The following tables summarize the fair value of the Company’s investments by type. The estimated fair value of the Company’s fixed income investments are classified as Level 2 in the fair value hierarchy as defined in U.S. GAAP. These fair values are obtained from independent pricing services which utilize Level 2 inputs:

	December 31, 2017
	Amortized Cost		Accrued Interest		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	$	7,878,955	$	69,066	$	2,322	$	(18,515	)	$	7,931,828

The following table summarizes the scheduled maturity for the Company’s investments at December 31, 2017 and 2016, respectively:

	December 31, 2017		December 31, 2016
Maturing in one year or less	$	6,122,400	$	3,284,616
Maturing after one year through three years		1,809,428		8,586,110
Total investments	$	7,931,828	$	11,870,726

Warrant liability

On July 23, 2013, the Company issued common stock warrants in connection with the issuance of Series C 8% Preferred Stock (the “Series C Warrants”). As part of the offering, the Company issued 137,668 warrants at an exercise price of $52.00 per share and contractual term of 6 years. On November 11, 2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round” price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,380,883, which represents the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholders’ equity of $233,036 was reversed and the subsequent changes in fair value are recorded as a component of other expense.

Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Series C Warrants are measured using the Monte Carlo valuation model which is based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liabilities and the change in estimated fair value of the warrants could be materially different.

Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The Monte Carlo model is used for the Series C Warrants to appropriately value the potential future exercise price adjustments triggered by the anti-dilution provisions. This requires Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings and fundamental transactions. The other assumptions used by the Company are summarized in the following table for the Series C Warrants that were outstanding as of December 31, 2017 and December 31, 2016:

Series C Warrants	December 31, 2017			December 31, 2016
Closing stock price	$	9.80		$	39.00
Expected dividend rate		0	%		0	%
Expected stock price volatility		81.26	%		79.60	%
Risk-free interest rate		1.83	%		1.35	%
Expected life (years)		1.56			2.56

As of December 31, 2017, the fair value of the warrant liability was $33,673. The Company recorded a gain of $192,419 for the change in fair value as a component of other expense on the consolidated statement of comprehensive loss for the year ended December 31, 2017.

The Company recorded a gain of $298,248 for the change in fair value as a component of other expense on the consolidated statement of comprehensive loss for the year ended December 31, 2016.

As of December 31, 2017, 12,035 Series C Warrants are outstanding.

The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016:

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2017		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	1,604,810	$	1,604,810	$	-	$	-
Marketable securities	$	6,122,400	$	-	$	6,122,400	$	-

Long-term Assets
Marketable securities	$	1,809,428	$	-	$	1,809,428	$	-

Current Liabilities
Warrant liabilities	$	33,673	$	-	$	-	$	33,673

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2016		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	9,995,955	$	9,995,955	$	-	$	-
Marketable securities	$	3,284,616	$	-	$	3,284,616	$	-

Long-term Assets
Marketable securities	$	8,586,110	$	-	$	8,586,110	$	-

Current Liabilities
Warrant liabilities	$	226,092	$	-	$	-	$	226,092

There were no significant transfers between levels during the year ended December 31, 2017.

C. BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

BALANCE SHEET COMPONENTS

Property and equipment, net

Property and equipment consist of the following:

	December 31, 2017			December 31, 2016
Laboratory equipment	$	354,861		$	354,861
Computer equipment and software		88,998			101,677
Office furniture and fixtures		130,192			130,192
		574,051			586,730
Less: Accumulated depreciation		(564,106	)		(567,625	)
	$	9,945		$	19,105

Depreciation and amortization expense was $13,621 and $18,952 for the years ended December 31, 2017 and 2016, respectively.

Accrued liabilities

Accrued liabilities consist of the following:

	December 31, 2017		December 31, 2016
Operating costs	$	39,252	$	4,361,538
Employee related		324,054		884,008
	$	363,306	$	5,245,546

D. INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

In Process Research and Development—The levosimendan product in Phase 3 clinical trial represents an IPR&D asset. The IPR&D asset is a research and development project rather than a product or processes already in service or being sold. Research and development intangible assets are considered indefinite-lived until the abandonment or completion of the associated research and development efforts. If abandoned, the assets would be impaired. Research and development expenditures that are incurred after the acquisition, including those for completing the research and development activities related to the acquired intangible research and development assets, are generally expensed as incurred.

During the year ended December 31, 2016, the Company recognized an impairment charge of $33.3 million related to our levosimendan product in Phase 3 clinical trial, which represents approximately $22 million for IPR&D assets and approximately $11.3 million for goodwill.

The LEVO-CTS trial was completed in December of 2016. Based on the data from the trial, levosimendan, given prophylactically prior to cardiac surgery to patients with reduced left ventricular function, had no effect on the co-primary outcomes. The study did not achieve statistically significant reductions in the dual endpoint of death or use of a mechanical assist device at 30 days, nor in the quad endpoint of death, myocardial infarction, need for dialysis, or use of a mechanical assist device at 30 days. Based on the results of the LEVO-CTS trial and subsequent FDA feedback, the Company does not anticipate additional development of levosimendan for the treatment of LCOS in patients undergoing cardiac surgery. As of December 31, 2016, the Company determined the IPR&D asset, and corresponding Goodwill, was more than temporarily impaired.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

E. STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

STOCKHOLDERS' EQUITY

Preferred Stock

Under the Company’s Certificate of Incorporation, the Board of Directors is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.

As of December 31, 2017, 10,000,000 shares of preferred stock are undesignated.

Common Stock

The Company’s Certificate of Incorporation authorizes it to issue 400,000,000 shares of $0.0001 par value common stock. As of December 31, 2017, and December 31, 2016 there were 1,411,840 and 1,406,002 shares of common stock issued and outstanding.

Warrants

On November 11, 2014, the Company issued common stock warrants in connection with the execution of a service agreement for investor relations and corporate communications. As part of the compensation under the agreement, the Company issued up to 8,750 warrants at an exercise price of $80.00 per share and contractual term of 5 years. The warrant is initially exercisable for 1,250 shares of common stock, and the number of shares of common stock exercisable under this warrant would be automatically increased by 2,500 upon the first occurrence of market price goals of $120.00, $160.00 and $200.00, respectively, during the eighteen month period beginning on the effective date. Effective May 11, 2016, the additional 7,500 warrants were no longer exercisable as none of the market price goals were achieved. In accordance with ASC 815, these warrants are classified as equity and their estimated fair-value of $478,115 was recorded as an operating expense in the consolidated statement of operations and as additional paid in capital during the fiscal year ended April 30, 2015. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. As of December 31, 2017, 1,250 of these warrants are outstanding.

Series D Warrants

On August 22, 2013, the Company closed its private placement of an aggregate of $4.6 million shares of the Company’s Series D Stock to OXBT Fund. In connection with the purchase of shares of Series D Stock, OXBT Fund received the Series D Warrant to purchase 117,949 shares of common stock at an exercise price equal to $52.00 and contractual term of 6 years. In accordance with ASC 815, these warrants are classified as equity and their relative fair-value of $1,531,167 was recognized as a deemed dividend on the Series D Stock during the prior fiscal year ended April 30, 2014. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

The Series D Warrant is exercisable beginning on the date of issuance and expires on August 22, 2019. The exercise price and the number of shares issuable upon exercise of Series D Warrant is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock, and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. In addition, if stockholder approval for the transaction is obtained, the Series D Warrant will be subject to anti-dilution provisions until such time that for 25 trading days during any 30 consecutive trading day period, the volume weighted average price of the Company’s common stock exceeds $130.00 and the daily dollar trading volume exceeds $350,000 per trading day.

On January 30, 2014, the Company entered into an agreement with the OXBT Fund to amend the terms of the outstanding Series D Warrants. The amendment replaced the price protection anti-dilution provision of each warrant with a covenant that the Company will not issue common stock or common stock equivalents at an effective price per share below the exercise price of such warrant without prior written consent, subject to certain exceptions.

The Series D Stock and the Series D Warrant were issued and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly, OXBT Fund may exercise the Warrant and sell the Series D Stock and underlying shares only pursuant to an effective registration statement under the Securities Act covering the resale of those securities, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act.

On June 17, 2014, the Company received proceeds of $544,000 and issued 10,461 shares of common stock upon the exercise of the Series D warrants. As of December 31, 2017, 107,488 Series D Warrants are outstanding.

Series C Warrants

On July 23, 2013, as part of the offering of Series C Stock, the Company issued 137,668 Series C Warrants at an exercise price of $52.00 per share and contractual term of 6 years. In accordance with ASC 815, these warrants are classified as equity and their relative fair-value of $1,867,991 was recognized as a deemed dividend on the Series C Stock during the prior fiscal year ended April 30, 2014. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

In connection with the Series C Offering described above, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent for the Series C Offering. In accordance with the Placement Agency Agreement, on July 23, 2013 the Company issued to the Placement Agent warrants to purchase 2,677 shares of common stock at an exercise price of $48.75 per share and a contractual term of 3 years. In accordance with ASC 815, these warrants are classified as equity and their relative fair-value of $51,231 was recognized as additional paid in capital during the prior fiscal year ended April 30, 2014. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

Between October 2013 and April 2014, the Company received cash of approximately $6.5 million and issued 125,633 shares of common stock upon the exercise of outstanding Series C Warrants. As of December 31, 2017, 12,035 Series C Warrants are outstanding.

In accordance with ASC 815-40-35-8, the Company reassessed the classification of the remaining Series C Warrants. On November 11, 2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round” price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, on November 11, 2013, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,082,941 which represents the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholders’ equity of $233,036 was reversed and the change in fair value was recorded as a component of other expense.

The estimated fair value is determined using the Monte Carlo Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends, expected volatility of the price of the underlying common stock as well as other estimates and assumptions.

As of December 31, 2017, the fair value of the warrant liability was $33,673. The Company recorded a gain of $192,419 for the change in fair value as a component of other expense on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2017.

As of December 31, 2017, the Company has 120,773 warrants outstanding. During the years ended December 31, 2017 and 2016, no warrants were issued or exercised.

The following table summarizes the Company’s warrant activity for the year ended December 31, 2017 and December 31, 2016:

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2015		136,423		$	87.76
Issued		-			-
Exercised		-			-
Forfeited		(15,629	)		358.71
Outstanding at December 31, 2016		120,794		$	52.71
Issued		-			-
Exercised		-			-
Forfeited		(21	)		2,460.00
Outstanding at December 31, 2017		120,773		$	52.29

1999 Amended Stock Plan

In October 2000, the Company adopted the 1999 Stock Plan, as amended and restated on June 17, 2008 (the “Plan”). Under the Plan, with the approval of the Compensation Committee of the Board of Directors, the Company may grant stock options, restricted stock, stock appreciation rights and new shares of common stock upon exercise of stock options. On September 30, 2011, the Company’s stockholders approved an amendment to the Plan which increased the number of shares authorized for issuance under the Plan to 15,000, up from 2,000 previously authorized.

On March 13, 2014, the Company’s stockholders approved an amendment to the Plan which increased the number of shares of common stock authorized for issuance to a total of 200,000 shares, up from 15,000 previously authorized.

In accordance with the terms of the acquisition of certain rights to levosimendan from Phyxius, the Company issued an aggregate of 178,644 stock options with a grant date fair value of $15,818,512, to the Chief Executive Officer, the Chief Financial Officer, the Executive Vice President, Business and Commercial Operations and the Executive Vice President, Regulatory Affairs. These options were issued with a six-year term and subject to multiple performance-based vesting conditions. During the year ended April 30, 2014, the Company recorded approximately $7.9 million of compensation expense for the vested options in its consolidated statements of operations. An additional $5.9 million of compensation expense related to these grants will be recognized as performance vesting conditions are achieved.

On September 15, 2015, the Company’s stockholders approved an additional amendment to the Plan which increased the number of shares of common stock authorized for issuance to a total of 250,000 shares, up from 200,000 previously authorized.

As of December 31, 2017 the Company had 55,561 shares of common stock available for grant under the Plan.

The following table summarizes the shares available for grant under the Plan for the years ended December 31, 2017 and 2016:

	Shares Available for Grant
Balances, at December 31, 2015		49,736
Options granted		(36,300	)
Restricted stock granted		(22	)
Restricted stock cancelled/forfeited		11
Balances, at December 31, 2016		13,425
Options granted		(13,000	)
Options cancelled/forfeited		60,962
Restricted stock granted		(10,691	)
Restricted stock cancelled/forfeited		4,865
Balances, at December 31, 2017		55,561

Plan Stock Options

Stock options granted under the Plan may be either incentive stock options (“ISOs”), or nonqualified stock options (“NSOs”). ISOs may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the Plan may be granted with a term of up to ten years and at prices no less than fair market value for ISOs and no less than 85% of the fair market value for NSOs. Stock options granted generally vest over one to three years.

The following table summarizes the outstanding stock options under the Plan for the years ended December 31, 2017 and 2016:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2015		200,406		$	110.00
Options granted		36,300		$	42.40
Options cancelled		-		$	-
Balances at December 31, 2016		236,706		$	99.74
Options granted		13,000		$	11.06
Options cancelled		(60,962	)	$	94.75
Balances at December 31, 2017		188,744		$	95.24	$	- (1)

(1)	Amount represents the difference between the exercise price and $9.80, the closing price of Tenax Therapeutics’ stock on December 31, 2017, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

The following table summarizes all options outstanding as of December 31, 2017:

		Options Outstanding at December 31, 2017				Options Exercisable and Vested at December 31, 2017
Exercise Price		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	10.60 to $63.20		44,500		8.8		13,881	$	53.64
$	67.00 to $95.20		6,251		6.8		6,249	$	77.14
$	96.40 to $113.00		137,733		2.4		70,743	$	112.41
$	296.00 to $2,760.00		260		3.3		260	$	1,105.85
			188,744		4.0		91,133	$	103.88

The following table summarizes options outstanding that have vested and are expected to vest based on options outstanding as of December 31, 2017:

	Number of Option Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (1)		Weighted Average Remaining Contractual Life (Years)
Vested		91,133	$	103.88	$	-		3.7
Vested and expected to vest		118,389	$	87.02	$	-		4.9

(1)	Amount represents the difference between the exercise price and $9.80, the closing price of Tenax Therapeutics’ stock on December 31, 2017, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

The Company chose the “straight-line” attribution method for allocating compensation costs of each stock option over the requisite service period using the Black-Scholes Option Pricing Model to calculate the grant date fair value.

The Company used the following assumptions to estimate the fair value of options granted under its stock option plans for the years ended December 31, 2017 and 2016:

	For the year ended December 31,
	2017			2016
Risk-free interest rate (weighted average)		2.19	%		2.28	%
Expected volatility (weighted average)		99.59	%		83.38	%
Expected term (in years)		7			7
Expected dividend yield		0.00	%		0.00	%

Risk-Free Interest Rate

The risk-free interest rate assumption was based on U.S. Treasury instruments with a term that is consistent with the expected term of the Company’s stock options.

Expected Volatility

The expected stock price volatility for the Company’s common stock was determined by examining the historical volatility and trading history for its common stock over a term consistent with the expected term of its options.

Expected Term

The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. It was calculated based on the historical experience that the Company has had with its stock option grants.

Expected Dividend Yield

The expected dividend yield of 0% is based on the Company’s history and expectation of dividend payouts. The Company has not paid and do not anticipate paying any dividends in the near future.

Forfeitures

As stock-based compensation expense recognized in the statement of operations for the years ended December 31, 2017 and 2016 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on the Company’s historical experience.

The weighted-average grant-date fair value of options granted during the year ended December 31, 2017 was $11.00.

The weighted-average grant-date fair value of options granted during the year ended December 31, 2016 was $42.40.

The Company recorded compensation expense for these stock options grants of $498,491 and $529,708 for the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017, there were unrecognized compensation costs of approximately $384,000 related to non-vested stock option awards that will be recognized on a straight-line basis over the weighted average remaining vesting period of 1.6 years. Additionally, there were unrecognized compensation costs of approximately $5.9 million related to non-vested stock option awards subject to performance-based vesting milestones with a weighted average remaining life of 2.3 years. As of December 31, 2017, none of these milestones have been achieved.

Inducement Stock Options

The table below summarizes the employment inducement stock option award for 1,250 shares of common stock made to our Chief Medical Officer on February 15, 2015. This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest over a three year period, with one-third vesting per year, beginning one year from the grant date. The options have a 10-year term and an exercise price of $64.40 per share, the February 13, 2015 closing price of the Company’s common stock.

A summary of the activity and related information for our stock options follows:

	Number of Shares			Weighted Average Exercise Price
Inducement Stock Options outstanding at December 31, 2015		1,250		$	64.40
Options granted		-			-
Options exercised		-			-
Options forfeited or expired		(833	)		64.40
Inducement Stock Options outstanding at December 31, 2016		417		$	64.40
Options granted		-			-
Options exercised		-			-
Options forfeited or expired		(417	)		64.40
Inducement Stock Options outstanding at December 31, 2017		-		$	-
Options exercisable at December 31, 2017		-		$	-

Inducement stock option compensation expense was approximately $8,000 for the year ended December 31, 2017.

Inducement stock option compensation expense was approximately $20,000 for the year ended December 31, 2016.

There were no inducement stock options outstanding as of December 31, 2017.

The estimated weighted average fair value per inducement option share granted was $64,343 in 2015 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: weighted average risk-free interest rate of 1.84%, dividend yield of 0%, volatility factor for our common stock of 93.90% and a weighted average expected life of 7 years for inducement options not forfeited.

Restricted Stock Grants

The following table summarizes the outstanding restricted stock under the Plan for the years ended December 31, 2017 and 2016:

	Outstanding Restricted Stock Grants
	Number of Shares			Weighted Average Grant Date Fair Value
Balances, at December 31, 2015		20		$	66.80
Restricted stock granted		22		$	54.40
Restricted stock vested		(16	)	$	62.20
Restricted stock cancelled		(14	)	$	62.60
Balances, at December 31, 2016		12		$	54.40
Restricted stock granted		10,691		$	13.60
Restricted stock vested		(5,838	)	$	13.60
Restricted stock cancelled		(4,865	)	$	13.60
Balances, at December 31, 2017		-		$	-

The Company recorded compensation expense for these restricted stock grants of $560 and $1,758 for the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017, there were no unrecognized compensation costs related to the non-vested restricted stock grants that will be recognized on a straight-line basis over the remaining vesting period.

2016 Stock Incentive Plan

On June 16, 2016, the Company’s stockholders approved the 2016 Stock Incentive Plan (the “2016 Plan”), which provides for the issuance of up to 150,000 shares of common stock. Under the 2016 Plan, with the approval of the Compensation Committee of the Board of Directors, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other stock-based awards.

As of December 31, 2017 the Company had not issued any awards under the 2016 Plan and there were 150,000 shares of common stock available for grant under the 2016 Plan.

F. COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its office space under an operating lease that includes fixed annual increases and expires in June 2021. Total rent expense was $112,431 and $91,208 for the years ended December 31, 2017 and 2016, respectively.

The future minimum payments for the long-term, non-cancelable lease are as follows:

Year ending December 31,
2018		115,220
2019		118,117
2020		121,084
2021		61,803
	$	416,224

Simdax license agreement

On November 13, 2013 the Company acquired that certain License Agreement (the “License”), dated September 20, 2013, by and between Phyxius and Orion Corporation, a global healthcare company incorporated under the laws of Finland (“Orion”), which granted it an exclusive, sublicenseable right to develop and commercialize pharmaceutical products containing levosimendan in the United States and Canada. Pursuant to the License, the Company must use the “Simdax®” trademark owned by Orion to commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial (the “Product”). The License also grants to the Company a right of first refusal to commercialize new developments of the Product, including developments as to the formulation, presentation, means of delivery, route of administration, dosage or indication.

Orion’s ongoing role under the License includes sublicense approval, serving as the sole source of manufacture, holding a first right to enforce intellectual property rights in the United States and Canada (the “Territory”), and certain regulatory participation rights. Additionally, the Company must grant back to Orion a broad non-exclusive license to any patents or clinical trial data related to the Product developed by the Company under the License. The License has a fifteen (15) year term, provided, however, that the License will continue after the end of the fifteen year term in each country in the Territory until the expiration of Orion’s patent rights in the Product in such country. Orion had the right to terminate the License if the human clinical trial using the Product and studying reduction in morbidity and mortality of cardiac surgery patients at risk of LCOS was not started by July 31, 2014. While the Company did not commence the trial by that date, on September 9, 2014, Orion notified the Company in writing that it did not intend to terminate the License so long as the trial was commenced on or before October 31, 2014. The Company subsequently commenced the human clinical trial for levosimendan on September 18, 2014 when the first patient was enrolled.

The License includes the following development milestones for which the Company shall make non-refundable payments to Orion no later than twenty-eight (28) days after the occurrence of the applicable milestone event: (i) $2.0 million upon the grant of FDA approval, including all registrations, licenses, authorizations and necessary approvals, to develop and/or commercialize the Product in the United States; and (ii) $1.0 million upon the grant of regulatory approval for the Product in Canada. Once commercialized, the Company is obligated to make certain non-refundable commercialization milestone payments to Orion, aggregating up to $13.0 million, contingent upon achievement of certain cumulative net sales amounts in the Territory. The Company must also pay Orion tiered royalties based on net sales of the Product in the Territory made by the Company and its sublicensees. After the end of the Term, the Company must pay Orion a royalty based on net sales of the Product in the Territory for as long as Life Newco sells the Product in the Territory.

As of December 31, 2017, the Company has not met any of the developmental milestones and, accordingly, has not recorded any liability for the contingent payments due to Orion.

Litigation

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s consolidated financial statements.

G. 401(k) BENEFIT PLAN

12 Months Ended

Dec. 31, 2017

Retirement Benefits [Abstract]

401(k) BENEFIT PLAN

The Company sponsors a 401(k) Retirement Savings Plan (the “401(k) Plan”) for all eligible employees. Full-time employees over the age of 18 are eligible to participate in the 401(k) Plan after 90 days of continuous employment. Participants may elect to defer earnings into the 401(k) Plan up to the annual IRS limits and the Company provides a matching contribution up to 5% of the participants’ annual salary in accordance with the 401(k) Plan documents. The 401(k) Plan is managed by a third-party trustee.

For the years ended December 31, 2017 and 2016, the Company recorded $74,990 and $83,589 for matching contributions expense, respectively.

H. INCOME TAXES

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company has not recorded any income tax expense (benefit) for the period ended December 31, 2017 due to its history of net operating losses.

The Company's provision for income taxes is summarized as follows:

	December 31,
	2017		2016

Current federal income tax expense	$	-	$	-
Deferred federal income tax benefit		-		(7,139,565	)
Provision for federal income taxes:		-		(7,139,565	)

Current state income tax expense		-		-
Deferred state income tax benefit		-		(822,535	)
Provision for state income taxes:		-		(822,535	)

Total	$	-	$	(7,962,100	)

The reconciliation of income tax expenses (benefit) at the statutory federal income tax rate of 34% for the periods ended December 31, 2017 and December 31, 2016 is as follows:

	December 31,
	2017			2016
U.S. federal taxes (benefit) at statutory rate	$	(3,005,491	)	$	(17,641,231	)
State income tax benefit, net of federal benefit		(346,057	)		(2,031,238	)
Stock compensation		169,312			141,807
Other nondeductible, including goodwill impairment		(71,044	)		4,160,717
Change in state tax rate		(426,159	)		241,518
Change in the federal tax rate		17,474,188			-
Federal and state net operating loss adjustments		774,875			-
Other, including effect of tax rate brackets		(265,181	)		(57,490	)
Change in valuation allowance		(14,304,443	)		7,223,817
	$	-		$	(7,962,100	)

The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows:

	December 31,
Deferred Tax Assets	2017			2016
Net operating loss carryforwards	$	32,239,768		$	46,227,681
Accruals and other		567,090			902,546
Capital loss carryforwards		16,466			12,395
Valuation allowance		(32,781,999	)		(47,086,442	)
Net deferred tax assets		41,325			56,180
Deferred Tax Liabilities
Other liabilities		(41,325	)		(56,180	)
Net Deferred Tax Liabilities	$	-		$	-

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time that it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The net decrease in the valuation allowance during 2017 was approximately $14.3 million.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which reduced the federal corporate income tax rate to 21% for tax years beginning after December 31, 2017. As a result of the newly enacted tax rate, the Company adjusted its deferred tax assets as of December 31, 2017, by applying the new 21% rate, which resulted in a decrease to the net deferred tax asset of approximately $17.5 million.

The SEC staff issued SAB 118 which will allow the Company to record provisional amounts related to accounting for the Tax Act during a measurement period which is similar to the measurement period used when accounting for business combinations. The Company is following the guidance set forth by SAB 118 and any amounts calculated are provisional estimates and will be reevaluated as more information or guidance becomes available. The Company will continue to assess the impact of the recently enacted Tax Act on its business and consolidated financial statements.

As of December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $132.2 million and $105.6 million available to offset future federal and state taxable income, respectively. The federal and state net operating loss carryforwards begin to expire in 2018 and valuation allowances have been provided.

Utilization of the net operating loss carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of the net operating losses before utilization.

Management has evaluated all other tax positions that could have a significant effect on the financial statements and determined the Company had no uncertain income tax positions at December 31, 2017.

The Company files U.S. and state income tax returns with varying statutes of limitations. The tax years 2001 and forward remain open to examination due to the carryover of unused net operating losses or tax credits.

I. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2017

I. Subsequent Events

SUBSEQUENT EVENTS

On February 22, 2018, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) to effect a reverse stock split of the Company’s common stock at a ratio of one-for-twenty, effective as of February 23, 2018 at 5:00 p.m. The Amendment did not change the number of authorized shares or the par value of the Company’s common stock. The Amendment provides that every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company’s common stock.

The Amendment was approved by the stockholders of the Company at a special meeting of stockholders held on February 15, 2018, with the ratio of the reverse stock split to be not less than one-for-five and not more than one-for-fifty, as determined by the Company’s Board of Directors. The Company’s Board of Directors approved the Amendment with the one-for-twenty ratio on the same date.

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Use of Estimates

Principles of Consolidation

Goodwill

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.

Cash Concentration Risk

Liquidity and Capital Resources

Deferred financing costs

Derivative financial instruments

Preclinical Study and Clinical Accruals

fees paid to CROs in connection with clinical trials,

fees paid to research institutions in conjunction with preclinical research studies, and

Property and Equipment, Net

Laboratory equipment	3 – 5 years
Office equipment	5 years
Office furniture and fixtures	7 years
Computer equipment and software	3 years
Leasehold improvements	Shorter of useful life or remaining lease term

Maintenance and repairs are charged to expense as incurred, improvements to leased facilities and equipment are capitalized.

Research and Development Costs

Income Taxes

Stock-Based Compensation

Loss per Share

	Year ended December 31,
	2017		2016

Options to purchase common stock		188,744		236,706
Warrants to purchase common stock		120,773		120,794
Restricted stock grants		-		12

Operating Leases

Recent Accounting Pronouncements

Fair Value

Level one

Quoted market prices in active markets for identical assets or liabilities;

Level two

Inputs other than level one inputs that are either directly or indirectly observable; and

Level three

Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Investments in Marketable Securities

The Company recognized a gain of $422 and a loss $41,955 for the years ended December 31, 2017 and 2016, respectively.

	December 31, 2017
	Amortized Cost		Accrued Interest		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	$	7,878,955	$	69,066	$	2,322	$	(18,515	)	$	7,931,828

The following table summarizes the scheduled maturity for the Company’s investments at December 31, 2017 and 2016, respectively:

	December 31, 2017		December 31, 2016
Maturing in one year or less	$	6,122,400	$	3,284,616
Maturing after one year through three years		1,809,428		8,586,110
Total investments	$	7,931,828	$	11,870,726

Warrant liability

Series C Warrants	December 31, 2017			December 31, 2016
Closing stock price	$	9.80		$	39.00
Expected dividend rate		0	%		0	%
Expected stock price volatility		81.26	%		79.60	%
Risk-free interest rate		1.83	%		1.35	%
Expected life (years)		1.56			2.56

The Company recorded a gain of $298,248 for the change in fair value as a component of other expense on the consolidated statement of comprehensive loss for the year ended December 31, 2016.

As of December 31, 2017, 12,035 Series C Warrants are outstanding.

The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016:

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2017		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	1,604,810	$	1,604,810	$	-	$	-
Marketable securities	$	6,122,400	$	-	$	6,122,400	$	-

Long-term Assets
Marketable securities	$	1,809,428	$	-	$	1,809,428	$	-

Current Liabilities
Warrant liabilities	$	33,673	$	-	$	-	$	33,673

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2016		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	9,995,955	$	9,995,955	$	-	$	-
Marketable securities	$	3,284,616	$	-	$	3,284,616	$	-

Long-term Assets
Marketable securities	$	8,586,110	$	-	$	8,586,110	$	-

Current Liabilities
Warrant liabilities	$	226,092	$	-	$	-	$	226,092

There were no significant transfers between levels during the year ended December 31, 2017.

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Anti-dilutive securities

	Year ended December 31,
	2017		2016

Options to purchase common stock		188,744		236,706
Warrants to purchase common stock		120,773		120,794
Restricted stock grants		-		12

Fair values of investments by type

	December 31, 2017
	Amortized Cost		Accrued Interest		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	$	7,878,955	$	69,066	$	2,322	$	(18,515	)	$	7,931,828

Scheduled of investments maturity

	December 31, 2017		December 31, 2016
Maturing in one year or less	$	6,122,400	$	3,284,616
Maturing after one year through three years		1,809,428		8,586,110
Total investments	$	7,931,828	$	11,870,726

Significant Unobservable Inputs

Series C Warrants	December 31, 2017			December 31, 2016
Closing stock price	$	9.80		$	39.00
Expected dividend rate		0	%		0	%
Expected stock price volatility		81.26	%		79.60	%
Risk-free interest rate		1.83	%		1.35	%
Expected life (years)		1.56			2.56

Fair Value Measurements

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2017		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	1,604,810	$	1,604,810	$	-	$	-
Marketable securities	$	6,122,400	$	-	$	6,122,400	$	-

Long-term Assets
Marketable securities	$	1,809,428	$	-	$	1,809,428	$	-

Current Liabilities
Warrant liabilities	$	33,673	$	-	$	-	$	33,673

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2016		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Current Assets
Cash and cash equivalents	$	9,995,955	$	9,995,955	$	-	$	-
Marketable securities	$	3,284,616	$	-	$	3,284,616	$	-

Long-term Assets
Marketable securities	$	8,586,110	$	-	$	8,586,110	$	-

Current Liabilities
Warrant liabilities	$	226,092	$	-	$	-	$	226,092

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

C. BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Property Plant and Equipment

	December 31, 2017			December 31, 2016
Laboratory equipment	$	354,861		$	354,861
Computer equipment and software		88,998			101,677
Office furniture and fixtures		130,192			130,192
		574,051			586,730
Less: Accumulated depreciation		(564,106	)		(567,625	)
	$	9,945		$	19,105

Accrued Liabilities

	December 31, 2017		December 31, 2016
Operating costs	$	39,252	$	4,361,538
Employee related		324,054		884,008
	$	363,306	$	5,245,546

E. STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Warrant Activity

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2015		136,423		$	87.76
Issued		-			-
Exercised		-			-
Forfeited		(15,629	)		358.71
Outstanding at December 31, 2016		120,794		$	52.71
Issued		-			-
Exercised		-			-
Forfeited		(21	)		2,460.00
Outstanding at December 31, 2017		120,773		$	52.29

Shares available for grant under the Plan

	Shares Available for Grant
Balances, at December 31, 2015		49,736
Options granted		(36,300	)
Restricted stock granted		(22	)
Restricted stock cancelled/forfeited		11
Balances, at December 31, 2016		13,425
Options granted		(13,000	)
Options cancelled/forfeited		60,962
Restricted stock granted		(10,691	)
Restricted stock cancelled/forfeited		4,865
Balances, at December 31, 2017		55,561

Outstanding stock options

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2015		200,406		$	110.00
Options granted		36,300		$	42.40
Options cancelled		-		$	-
Balances at December 31, 2016		236,706		$	99.74
Options granted		13,000		$	11.06
Options cancelled		(60,962	)	$	94.75
Balances at December 31, 2017		188,744		$	95.24	$	- (1)

Options Activity

		Options Outstanding at December 31, 2017				Options Exercisable and Vested at December 31, 2017
Exercise Price		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	10.60 to $63.20		44,500		8.8		13,881	$	53.64
$	67.00 to $95.20		6,251		6.8		6,249	$	77.14
$	96.40 to $113.00		137,733		2.4		70,743	$	112.41
$	296.00 to $2,760.00		260		3.3		260	$	1,105.85
			188,744		4.0		91,133	$	103.88

Options vested and expected to vest

	Number of Option Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (1)		Weighted Average Remaining Contractual Life (Years)
Vested		91,133	$	103.88	$	-		3.7
Vested and expected to vest		118,389	$	87.02	$	-		4.9

Fair Value Assumptions

	For the year ended December 31,
	2017			2016
Risk-free interest rate (weighted average)		2.19	%		2.28	%
Expected volatility (weighted average)		99.59	%		83.38	%
Expected term (in years)		7			7
Expected dividend yield		0.00	%		0.00	%

Stock options

	Number of Shares			Weighted Average Exercise Price
Inducement Stock Options outstanding at December 31, 2015		1,250		$	64.40
Options granted		-			-
Options exercised		-			-
Options forfeited or expired		(833	)		64.40
Inducement Stock Options outstanding at December 31, 2016		417		$	64.40
Options granted		-			-
Options exercised		-			-
Options forfeited or expired		(417	)		64.40
Inducement Stock Options outstanding at December 31, 2017		-		$	-
Options exercisable at December 31, 2017		-		$	-

Restricted Stock Grants

	Outstanding Restricted Stock Grants
	Number of Shares			Weighted Average Grant Date Fair Value
Balances, at December 31, 2015		20		$	66.80
Restricted stock granted		22		$	54.40
Restricted stock vested		(16	)	$	62.20
Restricted stock cancelled		(14	)	$	62.60
Balances, at December 31, 2016		12		$	54.40
Restricted stock granted		10,691		$	13.60
Restricted stock vested		(5,838	)	$	13.60
Restricted stock cancelled		(4,865	)	$	13.60
Balances, at December 31, 2017		-		$	-

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

F. COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2017

F. Commitments And Contingencies Tables

Future lease payments

Year ending December 31,
2018		115,220
2019		118,117
2020		121,084
2021		61,803
	$	416,224

H. INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Provision for income taxes

	December 31,
	2017		2016

Current federal income tax expense	$	-	$	-
Deferred federal income tax benefit		-		(7,139,565	)
Provision for federal income taxes:		-		(7,139,565	)

Current state income tax expense		-		-
Deferred state income tax benefit		-		(822,535	)
Provision for state income taxes:		-		(822,535	)

Total	$	-	$	(7,962,100	)

Reconciliation of income tax expenses (benefit)

	December 31,
	2017			2016
U.S. federal taxes (benefit) at statutory rate	$	(3,005,491	)	$	(17,641,231	)
State income tax benefit, net of federal benefit		(346,057	)		(2,031,238	)
Stock compensation		169,312			141,807
Other nondeductible, including goodwill impairment		(71,044	)		4,160,717
Change in state tax rate		(426,159	)		241,518
Change in the federal tax rate		17,474,188			-
Federal and state net operating loss adjustments		774,875			-
Other, including effect of tax rate brackets		(265,181	)		(57,490	)
Change in valuation allowance		(14,304,443	)		7,223,817
	$	-		$	(7,962,100	)

Deferred tax assets

	December 31,
Deferred Tax Assets	2017			2016
Net operating loss carryforwards	$	32,239,768		$	46,227,681
Accruals and other		567,090			902,546
Capital loss carryforwards		16,466			12,395
Valuation allowance		(32,781,999	)		(47,086,442	)
Net deferred tax assets		41,325			56,180
Deferred Tax Liabilities
Other liabilities		(41,325	)		(56,180	)
Net Deferred Tax Liabilities	$	-		$	-

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Options
Anti-dilutive securities	188,744	4,742,032
Warrants
Anti-dilutive securities	120,773	2,415,675
Restricted stock
Anti-dilutive securities	0	214

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 1) - Corporate debt securities	12 Months Ended
	Dec. 31, 2017 USD ($)
Amortized Cost	$ 7,878,955
Accrued Interest	69,066
Gross Unrealized Gains	2,322
Gross Unrealized losses	(18,515)
Estimated Fair Value	$ 7,931,828

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
B. Summary Of Critical Accounting Policies Details 2
Maturing in one year or less	$ 6,122,400	$ 3,284,616
Maturing after one year through three years	1,809,428	8,586,110
Total investments	$ 7,931,828	$ 11,870,726

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
B. Summary Of Critical Accounting Policies Details 3
Closing stock price	$ 9.80	$ 39.00
Expected dividend rate	0.00%	0.00%
Expected stock price volatility	81.26%	79.60%
Risk-free interest rate	1.83%	1.35%
Expected life (years)	1 year 6 months 22 days	2 years 6 months 22 days

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 5) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 1,604,810	$ 9,995,955
Marketable securities	6,122,400	3,284,616
Long-term Assets
Marketable securities	1,809,428	8,586,110
Current Liabilities
Warrant liabilities	33,673	226,092
Level 1
Current Assets
Cash and cash equivalents	1,604,810	9,995,955
Marketable securities	0	0
Long-term Assets
Marketable securities	0	0
Current Liabilities
Warrant liabilities	0	0
Level 2
Current Assets
Cash and cash equivalents	0	0
Marketable securities	6,122,400	3,284,616
Long-term Assets
Marketable securities	1,809,428	8,586,110
Current Liabilities
Warrant liabilities	0	0
Level 3
Current Assets
Cash and cash equivalents	0	0
Marketable securities	0	0
Long-term Assets
Marketable securities	0	0
Current Liabilities
Warrant liabilities	$ 33,673	$ 226,092

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
B. Summary Of Critical Accounting Policies Details Narrative
Uninsured FDIC	$ 849,851	$ 9,362,812
Current assets	8,062,893	13,628,175
Working capital	7,054,053	7,233,866
Cash	9,500,000	21,900,000
Loss in marketable securities recognised	422	41,955
Fair value of the warrant liability	33,673	226,092
Change in fair value gain (loss)	$ 192,419	$ 298,248

C. BALANCE SHEET COMPONENTS (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
C. Balance Sheet Components Details
Laboratory equipment	$ 354,861	$ 354,861
Computer equipment and software	88,998	101,677
Office furniture and fixtures	130,192	130,192
Subtotal	574,051	586,730
Less: Accumulated depreciation	(564,106)	(567,625)
Property Plant and Equipment	$ 9,945	$ 19,105

C. BALANCE SHEET COMPONENTS (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
C. Balance Sheet Components Details 1
Operating costs	$ 39,252	$ 4,361,538
Employee related	324,054	884,008
Total	$ 363,306	$ 5,245,546

C. BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Notes to Financial Statements
Depreciation and amortization expense	$ 13,621	$ 18,952

E. STOCKHOLDERS' EQUITY (Details) - $ / shares	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
E. Stockholders Equity Details
Number of Warrants Outstanding, Beginning	120,794	136,423
Number of Warrants Issued	0	0
Number of Warrants Exercised	0	0
Number of Warrants Forfeited	(21)	(15,629)
Number of Warrants Outstanding, Ending	120,773	120,794
Weighted Average Exercise Price Outstanding, Beginning	$ 52.71	$ 87.76
Weighted Average Exercise Price Forfeited	2,460.00	358.71
Weighted Average Exercise Price Outstanding, Ending	$ 52.29	$ 52.71

E. STOCKHOLDERS' EQUITY (Details 1) - shares	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 1) - shares	Dec. 31, 2017	Dec. 31, 2016
Exercise of warrants
1999 Amended Stock Plan Shares available for grant. Beginning Balance	13,425	49,736
Additional shares reserved		(36,300)
Options granted	(13,000)
Options cancelled/forfeited	60,962
Restricted stock granted	(10,691)	(22)
Restricted stock cancelled/forfeited	4,865	11
1999 Amended Stock Plan Shares available for grant, Ending balance	55,561	13,425

E. STOCKHOLDERS' EQUITY (Details 2) - USD ($)	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Number of Options Outstanding, Ending	188,744
Plan Stock Options [Member]
Number of Options Outstanding, Beginning	236,706	200,406
Number of Options Granted	13,000	36,300
Number of Options Cancelled	(60,962)	0
Number of Options Outstanding, Ending	188,744	236,706
Weighted Average Exercise Price Outstanding, Beginning	$ 99.74	$ 110.00
Weighted Average Exercise Price Granted	11.06	42.40
Weighted Average Exercise Price Canceled	94.75	0.00
Weighted Average Exercise Price Outstanding, Ending	$ 95.24	$ 99.74
Aggregate Intrinsic Value	$ 0	$ 0

E. STOCKHOLDERS' EQUITY (Details 3)	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 3)	Dec. 31, 2017 $ / shares shares
Number of Options Outstanding, Ending	188,744
Weighted Average Remaining Contractual Life (Years)	4 years
Number of Options Exercisable and Vested	91,133
Options Exercisable and Vested Weighted Average Exercise Price \| $ / shares	$ 103.88
Exercise Price $10.60 to $63.20
Number of Options Outstanding, Ending	44,500
Weighted Average Remaining Contractual Life (Years)	8 years 9 months 18 days
Number of Options Exercisable and Vested	13,881
Options Exercisable and Vested Weighted Average Exercise Price \| $ / shares	$ 53.64
Exercise Price $67.00 to $95.20
Number of Options Outstanding, Ending	6,251
Weighted Average Remaining Contractual Life (Years)	6 years 9 months 18 days
Number of Options Exercisable and Vested	6,249
Options Exercisable and Vested Weighted Average Exercise Price \| $ / shares	$ 77.14
Exercise Price $96.40 to $113.00
Number of Options Outstanding, Ending	137,733
Weighted Average Remaining Contractual Life (Years)	2 years 4 months 24 days
Number of Options Exercisable and Vested	70,743
Options Exercisable and Vested Weighted Average Exercise Price \| $ / shares	$ 112.41
Exercise Price $14.80 to $138.00
Number of Options Outstanding, Ending	260
Weighted Average Remaining Contractual Life (Years)	3 years 3 months 18 days
Number of Options Exercisable and Vested	260
Options Exercisable and Vested Weighted Average Exercise Price \| $ / shares	$ 1,105.85

E. STOCKHOLDERS' EQUITY (Details 4)	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 4)	Dec. 31, 2017 USD ($) $ / shares shares
E. Stockholders Equity Details 4
Number of Option Shares Vested \| shares	91,133
Weighted Average Exercise Price Vested \| $ / shares	$ 103.88
Aggregate Intrinsic Value Vested \| $	$ 0
Weighted Average Remaining Contractual Life (Years) Vested	3 years 8 months 12 days
Number of Option Shares Vested and expected to vest \| shares	118,389
Weighted Average Exercise Price Vested and expected to vest \| $ / shares	$ 87.02
Aggregate Intrinsic Value Vested and expected to vest \| $	$ 0
Weighted Average Remaining Contractual Life (Years) Vested and expected to vest	4 years 10 months 24 days

E. STOCKHOLDERS' EQUITY (Details 5)	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 5)	Dec. 31, 2017	Dec. 31, 2016
Gain included in income from change in fair value of warrants for the period
Risk-free interest rate (weighted average)	2.19%	2.28%
Expected volatility (weighted average)	99.59%	83.38%
Expected term (in years)	7 years	7 years
Expected dividend yield	0.00%	0.00%

E. STOCKHOLDERS' EQUITY (Details 6) - $ / shares	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 6) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Number of Options Outstanding, Ending	188,744
Stock Option [Member]
Number of Options Outstanding, Beginning	417	1,250
Options granted	0	0
Options exercised	0	0
Options forfeited or expired	(417)	(833)
Number of Options Outstanding, Ending	0	417
Options exercisable	0
Weighted Average Exercise Price Outstanding, Beginning	$ 64.40	$ 64.40
Weighted Average Exercise Price, Option granted	0.00	0.00
Weighted Average Exercise Price, Options exercised	0.00	0.00
Weighted Average Exercise Price, Options forfeited or expired	64.40	64.40
Weighted Average Exercise Price Outstanding, Ending	0.00	$ 64.40
Weighted Average Exercise Price, Options exercisable	$ 0.00

E. STOCKHOLDERS' EQUITY (Details 7) - $ / shares	12 Months Ended
E. STOCKHOLDERS' EQUITY (Details 7) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Ending Balance
Number of Restricted Stock Grants, Beginning	12	20
Granted	10,691	22
Vested	(5,838)	(16)
Cancelled	(4,865)	(14)
Number of Restricted Stock Grants Ending	0	12
Weighted Average Grant Date Fair Value, Beginning	$ 54.40	$ 66.80
Weighted Average Grant Date Fair Value, Granted	13.60	54.40
Weighted Average Grant Date Fair Value, Vested	13.60	62.20
Weighted Average Grant Date Fair Value, Cancelled	13.60	62.60
Weighted Average Grant Date Fair Value, Ending	$ 0.00	$ 54.40

E. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Common stock value	$ 141	$ 2,812
Common stock, shares outstanding	1,411,840	1,406,002
Common stock, issued	1,411,840	1,406,002
Common stock available for grant	55,561	13,425
Inducement stock option compensation expense	$ 8,000	$ 20,000
Restricted stock
Compensation expense for restricted stock grants	$ 560	1,758
Unrecognized compensation costs related to non-vested restricted stock grants		$ 400

F. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2017 USD ($)
F. Commitments And Contingencies Tables
2018	$ 115,220
2019	118,117
2020	121,084
2021	61,803
Total	$ 416,224

F. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Total rent expense	$ 112,431	$ 91,208

G. 401(k) BENEFIT PLAN (Details Narrative) - USD ($)	12 Months Ended
G. 401(k) BENEFIT PLAN (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Retirement Benefits [Abstract]
Matching contributions expense for Retirement Savings Plan	$ 74,990	$ 83,589

H. INCOME TAXES (Details) - USD ($)	12 Months Ended
H. INCOME TAXES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
H. Income Taxes Details
Current federal income tax expense	$ 0	$ 0
Deferred federal income tax benefit	0	(7,139,565)
Provision for federal income taxes:	0	(7,139,565)
Current state income tax expense	0	0
Deferred state income tax benefit	0	(822,535)
Provision for state income taxes:	0	(822,535)
Total	$ 0	$ (7,962,100)

H. INCOME TAXES (Details 1) - USD ($)	12 Months Ended
H. INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.S. federal taxes (benefit) at statutory rate	$ (3,005,491)	$ (17,641,231)
State income tax benefit, net of federal benefit	(346,057)	(2,031,238)
Stock compensation	169,312	141,807
Other nondeductible, including goodwill impairment	(71,044)	4,160,717
Change in state tax rate	(426,159)	241,518
Change in the federal tax rate	17,474,188	0
Federal and state net operating loss adjustments	774,875	0
Other, including expiration of NOL carryforwards	(265,181)	(57,490)
Change in valuation allowance	(14,304,443)	7,223,817
Income tax	$ 0	$ (7,962,100)

H. INCOME TAXES (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets
Net operating Loss Carryforwards	$ 32,239,768	$ 46,227,681
Accruals and others	567,090	902,546
Capital loss carryoforwards	16,466	12,395
Valuation allowance	(32,781,999)	(47,086,442)
Net deferred tax assets	41,325	56,180
Deferred Tax Liabilities
Other liabilities	(41,325)	(56,180)
Net Deferred Tax Liabilities	$ 0	$ 0

H. INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Federal and State [Member]
Operating loss carryforwards	$ 132,200,000	$ 105,600,000