Summary of Significant Accounting Policies

Basis of Presentation, Principles of Consolidation and Use of Estimates

The unaudited interim condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements as of and for the year ended

December 31, 2017

and notes thereto, included in the Company’s Annual Report on Form

-K, as filed with the SEC on

March 14, 2018.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to fairly present the Company’s financial position as of

June 30, 2018,

the results of its operations for the

three

and

six

months ended

June 30, 2018

and

2017

and its cash flows for the

six

months ended

June 30, 2018

and

2017.

Such adjustments are of a normal and recurring nature. The results for the

three

and

six

months ended

June 30, 2018

are

not

necessarily indicative of the results for the year ending

December 31, 2018,

or for any future period.

The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are

not

limited to, estimates related to stock-based compensation expense, clinical trial accruals and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results

may

differ from those estimates or assumptions.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, available-for-sale investments, accounts payable, and accrued liabilities. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic

820,

Fair Value Measurement and Disclosures

, established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available under the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is

not

a measure of the investment credit quality. Fair value measurements are classified and disclosed in

one

of the following

three

categories:

Level

1—Valuations

based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level

2—Valuations

based on quoted prices for similar assets or liabilities in markets that are

not

active or for which all significant inputs are observable, either directly or indirectly.

Level

3—Valuations

that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Financial instruments measured at fair value on a recurring basis include cash equivalents and available-for-sale investments. There have been

changes to the valuation methods utilized by the Company during the

three

and

six

months ended

June 30, 2018

and

2017.

The Company evaluates transfers between levels at the end of each reporting period. There were

transfers of financial instruments between levels during the

three

and

six

months ended

June 30, 2018

and

2017.

Net Income (Loss) per Share Attributable to Common Stockholders

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common equivalent shares outstanding for the period, including any dilutive effect from outstanding stock options and warrants using the treasury stock method.

The Company follows the

two

-class method when computing net income (loss) per share in periods when issued shares that meet the definition of participating securities are outstanding. The

two

-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two

-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders when participating securities are outstanding, losses are

not

allocated to the participating securities. For purposes of calculating diluted net income per share attributable to common shareholders, preferred stock, stock options, warrants and convertible debt are considered common stock equivalents.

Recent Accounting Pronouncements

May 2014,

the FASB issued ASU

2014

09,

Revenue from Contracts with Customers

(“ASU

2014

09”

), a new standard on revenue recognition providing a single, comprehensive revenue recognition model for all contracts with customers. The new revenue standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard was effective beginning

January 1, 2018,

with early adoption permitted. The Company adopted ASU

2017

during the quarter ended

March 31, 2018.

The adoption did

not

have a material impact on the condensed consolidated financial statements.

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

): Amendments to FASB Codification

(“ASU

2016

02”

), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. At the lease commencement date, the lessee must recognize a lease liability and right-of-use asset, which is initially measured at the present value of future lease payments. ASU

2016

is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2018,

with early adoption permitted. ASU

2016

must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

August 2016,

the FASB issued ASU

2016

15,

Statement of Cash Flows (Topic

230

): Classification of Certain Cash Receipts and Cash Payments

(“ASU

2016

15”

), which provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses

eight

specific cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for annual and interim periods beginning after

December 15, 2017,

which required the Company to adopt these provisions in the

first

quarter of fiscal

2018

using a retrospective approach. The Company adopted ASU

2016

during the quarter ended

March 31, 2018.

The adoption did

not

have a material impact on the condensed consolidated financial statements.

May 2017,

the FASB issued ASU

No.

2017

09,

Compensation - Stock Compensation (Topic

718

): Scope of Modification Accounting

(“ASU

2017

09”

), which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU

2017

09,

an entity will

not

apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU

2017

will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017.

The Company adopted ASU

2017

during the quarter ended

March 31, 2018.

The adoption did

not

have a material impact on the condensed consolidated financial statements.

November 2016,

the FASB issued ASU

2016

18,

Statement of Cash Flows, Restricted Cash

requiring restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after

December 15, 2017,

with early adoption permitted. The Company adopted this standard during the

first

quarter of

2018.

Restricted cash is now included as a component of cash, cash equivalents, and restricted cash on the Company’s unaudited condensed consolidated statement of cash flows. Restricted cash is recorded within other non-current assets in the accompanying unaudited condensed consolidated balance sheets. The Company adopted ASU

2016

during the quarter ended

March 31, 2018.

The inclusion of restricted cash increased the beginning balances of the unaudited condensed consolidated statement of cash flows by

$22,000

and

$14,000

respectively, and the ending balances by

$22,000

and

$14,000,

respectively, for the

six

months ended

June 30, 2018

and

2017.