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Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2017	Mar. 13, 2018	Jun. 30, 2017
Document Information [Line Items]
Entity Registrant Name	Diffusion Pharmaceuticals Inc.
Entity Central Index Key	0001053691
Trading Symbol	dffn
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		50,526,547
Entity Public Float			$ 25.3
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 8,896,468	$ 1,552,852
Prepaid expenses, deposits and other current assets	769,946	50,844
Total current assets	9,666,414	1,603,696
Property and equipment, net	460,652	79,755
Intangible asset	8,639,000	8,639,000
Goodwill	6,929,258	6,929,258
Other assets	450,491	232,675
Total assets	26,145,815	17,484,384
Current liabilities:
Current portion of convertible debt	550,000	1,880,000
Accounts payable	511,956	1,684,158
Accrued expenses and other current liabilities	1,628,851	874,264
Total current liabilities	2,690,807	4,438,422
Convertible debt, net of current portion		550,000
Deferred income taxes	2,223,678	3,279,363
Other liabilities	1,386	31,915
Total liabilities	4,915,871	8,299,700
Commitments and Contingencies
Convertible preferred stock, $0.001 par value: Series A - 13,750,000 shares authorized, 12,376,329 and 8,306,278 shares issued and outstanding, respectively at December 31, 2017; No shares authorized, issued or outstanding at December 31, 2016 (liquidation value of $16,778,682 at December 31, 2017)	0	0
Stockholders’ Equity:
Common stock, $0.001 par value: 1,000,000,000 shares authorized; 14,519,629 and 10,345,637 shares issued and outstanding at December 31, 2017 and 2016, respectively	14,520	10,346
Additional paid-in capital	82,770,313	69,363,575
Accumulated deficit	(61,554,889)	(60,189,237)
Total stockholders' equity	21,229,944	9,184,684
Total liabilities, convertible preferred stock and stockholders' equity	$ 26,145,815	$ 17,484,384

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0
Preferred stock, shares authorized (in shares)	13,750,000	0
Preferred stock, shares issued (in shares)	12,376,329	0
Preferred stock, shares outstanding (in shares)	8,306,278	0
Preferred stock, liquidation value	$ 16,778,682	$ 0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	14,519,629	10,345,637
Common stock, shares outstanding (in shares)	14,519,629	10,345,637

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Operating expenses:
Research and development	$ 5,088,621	$ 7,252,241
General and administrative	6,191,845	11,094,146
Depreciation	67,981	25,342
Loss from operations	11,348,447	18,371,729
Interest expense, net	48,006	29,686
Change in fair value of warrant liability (Note 14)	(22,072,322)
Warrant related expenses (Note 10)	10,225,846
Other financing expenses	2,870,226
Loss from operations before income tax benefit	(2,420,203)	(18,401,415)
Income tax benefit	(1,055,685)	(364,796)
Net loss	(1,364,518)	(18,036,619)
Accretion of Series A cumulative preferred dividends	(1,252,394)
Net loss attributable to common stockholders	$ (2,616,912)	$ (18,036,619)
Per share information:
Net loss per share of common stock, basic (in dollars per share)	$ (0.21)	$ (1.76)
Net loss per share of common stock, diluted (in dollars per share)	$ (1.94)	$ (1.76)
Weighted average shares outstanding, basic (in shares)	12,447,641	10,232,791
Weighted average shares outstanding, diluted (in shares)	12,755,316	10,232,791

Consolidated Statements of Changes in Stockholders' Equity - USD ($)

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Total

Balance (in shares) at Dec. 31, 2015

8,118,939

Balance at Dec. 31, 2015

$ 8,119

$ 42,102,876

$ (42,152,618)

$ (41,623)

Stock Issued During Period, Shares, Acquisitions

1,861,503

Fair value of RestorGenex shares

$ 1,862

19,544,138

$ 19,546,000

Estimated fair value of RestorGenex stock options outstanding

1,321,000

Estimated fair value of RestorGenex warrants outstanding

384,000

$ 384,000

Stock Issued During Period, Shares, Issued for Services

148,073

45,643

Common stock issued for advisory services

$ 148

1,409,215

$ 1,409,363

Stock Issued During Period, Shares, Conversion of Convertible Securities

217,122

Conversion of convertible debt

$ 217

711,278

$ 711,495

Settlement of litigation matter upon issuance of convertible debt

2,500,000

Stock-based compensation expense

1,391,068

Net loss

(18,036,619)

Series A cumulative preferred dividend

Balance (in shares) at Dec. 31, 2016

10,345,637

Balance at Dec. 31, 2016

$ 10,346

69,363,575

(60,189,237)

$ 9,184,684

Stock Issued During Period, Shares, Issued for Services

17,606

Common stock issued for advisory services

$ 18

49,982

$ 50,000

Stock Issued During Period, Shares, Conversion of Convertible Securities

4,070,051

(4,070,051)

Conversion of convertible debt

$ 4,070

(4,070)

Stock-based compensation expense

1,240,551

Net loss

(1,364,518)

Cumulative effect of change in accounting principle (a)

^[1]

1,134

(1,134)

Stock Issued During Period, Shares, New Issues

12,376,329

Reclassification of the fair market value of the Series A warrants

13,153,524

Series A cumulative preferred dividend

(1,252,394)

$ (1,252,394)

(1,252,394)

Stock Reclassified Upon Conversion of Preferred Stock, Shares

86,335

Reclassification of accrued dividends upon conversion of Series A

$ 86

189,994

$ 1,100,000

190,080

Beneficial conversion feature for accrued interest of convertible debt

28,017

Balance (in shares) at Dec. 31, 2017

14,519,629

8,306,278

Balance at Dec. 31, 2017

$ 14,520

$ 82,770,313

$ (61,554,889)

$ 21,229,944

[1]

In 2017, the Company adopted provisions of ASU 2016-09, Improvements to Employee Share Based Payment Accounting, resulting in a cumulative effect adjustment to Accumulated Deficit and Additional Paid-in Capital for previously unrecognized stock-based compensation expense. See Note 3 for further discussion of the impacts of ASU 2016-09.

Consolidated Statements of Cash Flow - USD ($)	12 Months Ended
Consolidated Statements of Cash Flow - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net loss	$ (1,364,518)	$ (18,036,619)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	67,981	25,342
Loss on sale or disposal of assets		6,761
Stock-based compensation expense	1,240,551	1,391,068
Common stock issued for advisory services	50,000	1,409,363
Warrant related expense, change in fair value, and other financing expenses	(8,976,250)
Abandonment of in-process research and development intangible asset		951,000
Change in deferred income taxes	(1,055,685)	(364,796)
Settlement of litigation matter		2,500,000
Non-cash interest expense, net	33,517	38,446
Changes in operating assets and liabilities:
Prepaid expenses, deposits and other assets	(664,162)	319,545
Accounts payable, accrued expenses and other liabilities	(1,663,789)	991,625
Net cash used in operating activities	(12,332,355)	(10,768,265)
Cash flows (used in) provided by investing activities:
Purchases of property and equipment	(447,823)	(2,331)
Purchases of certificates of deposit	(10,000,000)
Maturities of certificates of deposit	10,000,000
Cash received in reverse merger transaction		8,500,602
Net cash (used in) provided by investing activities	(447,823)	8,498,271
Cash flows provided by financing activities:
Proceeds from the sale of Series A convertible preferred stock and warrants, net	22,129,774
Proceeds from the issuance of convertible debt		1,880,000
Repayment of convertible debt	(1,880,000)
Payment of offering costs	(125,980)	(54,346)
Net cash provided by financing activities	20,123,794	1,825,654
Net increase (decrease) in cash and cash equivalents	7,343,616	(444,340)
Cash and cash equivalents at beginning of year	1,552,852	1,997,192
Cash and cash equivalents at end of year	8,896,468	1,552,852
Supplemental disclosure of cash flow information:
Cash paid for interest	112,800
Supplemental disclosure of non-cash investing and financing activities:
Reclassification of the fair market value of the Series A warrants	13,153,524
Series A cumulative preferred dividends	1,252,394
Conversion of accrued dividends related to convertible preferred stock	190,080
Offering costs in accounts payable and accrued expenses	146,776	126,110
Conversion of convertible notes and related accrued interest into common stock		711,495
Consideration in connection with RestorGenex Corporation merger transaction		21,261,000
Series A Preferred Stock [Member]
Supplemental disclosure of non-cash investing and financing activities:
Series A cumulative preferred dividends	1,252,394
Conversion of accrued dividends related to convertible preferred stock	1,100,000
Convertible Preferred Stock [Member]
Supplemental disclosure of non-cash investing and financing activities:
Conversion of accrued dividends related to convertible preferred stock	$ 190,080

Note 1 - Organization and Description of Business	12 Months Ended
Note 1 - Organization and Description of Business	Dec. 31, 2017
Notes to Financial Statements
Nature of Operations [Text Block]	1. Organization and Description of Business Diffusion Pharmaceuticals Inc. “Diffusion” or “the Company” is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments, including radiation therapy and chemotherapy. The Company is developing its lead product candidate, transcrocetinate sodium, also known as trans sodium crocetinate (“TSC”), for use in the many cancer types in which tumor oxygen deprivation (“hypoxia”) is known to diminish the effectiveness of current treatments. TSC is designed to target the cancer ’s hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more susceptible to the therapeutic effects of standard-of-care radiation therapy and chemotherapy. On December 15, 2015, the Company ’s predecessor for accounting purposes, Diffusion Pharmaceuticals LLC (“Diffusion LLC”) entered into a definitive merger agreement with the Company, then known as “RestorGenex Corporation” and traded on the over-the-counter stock exchange under the ticker symbol “RESX.” On January 8, 2016 the Company completed the merger with Diffusion LLC under which a newly formed subsidiary of the Company merged with and into Diffusion LLC in an all-stock transaction, with Diffusion LLC surviving as a wholly-owned subsidiary of the Company. Subsequent to the merger, the Company was renamed “Diffusion Pharmaceuticals Inc.” and the Company’s ticker symbol was changed to “DFFN.” On November 9, 2016, the Company’s common stock (“Common Stock”) began trading on the NASDAQ Capital Market exchange. The merger transaction was accounted for as a reverse acquisition under the acquisition method of accounting. Because Diffusion LLC ’s pre-transaction owners held an 84.1% economic and voting interest in the combined company immediately following the closing of the merger, Diffusion LLC is considered to be the acquirer of RestorGenex for accounting purposes (See Note 4 ). The Company ’s members’ capital at January 1, 2016 has been recast as common stock and additional paid in capital. On August 17, 2016, the Company effected a 1 -for- 10 reverse split of its common stock. The accompanying consolidated financial statements and these notes give retroactive effect to this reverse stock split. Each outstanding unit of membership interest of Diffusion LLC (the “Diffusion Units”) was converted into the right to receive 0.3652658 shares of Common Stock (the “Exchange Ratio”). Additionally, the right of holders of $1.1 million outstanding convertible notes of Diffusion LLC to convert such notes into Diffusion Units was converted into the right to convert such notes into a number of shares of Common Stock equal to the number of Diffusion Units into which such notes would have been convertible under the original terms of the notes multiplied by the Exchange Ratio. In addition, all outstanding options to purchase Diffusion Units were assumed by the Company and the right to exercise converted into 1,495,615 options to purchase Common Stock on terms substantially identical to those in effect prior to the merger transaction, except for adjustments to the underlying number of shares and the exercise price based on the Exchange Ratio.

Note 2 - Liquidity	12 Months Ended
Note 2 - Liquidity	Dec. 31, 2017
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	2. Liquidity The Company has not generated any revenues from product sales and has funded operations primarily from the proceeds of private placements of its membership units (prior to the Merger) and convertible notes, as well as through the reverse merger. Substantial additional financing will be required by the Company to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed or that the Company ’s research and development efforts will be successful. The Company regularly explores alternative means of financing its operations and seeks funding through various sources, including public and private securities offerings, collaborative arrangements with third parties and other strategic alliances and business transactions. On January 22, 2018, the Company closed its previously announced underwritten public offering of 15,000,000 shares of the Company ’s common stock, par value $0.001 per share, and warrants to purchase 15,000,000 shares of Common Stock. At the closing, the Company also issued warrants to purchase an additional 1,970,625 shares of Common Stock pursuant to the underwriter’s partial exercise of its overallotment option. The shares of Common Stock and warrants were sold at a combined public offering price of $0.80 per share and warrant for total gross proceeds of approximately $12.0 million. The warrants have an exercise price of $0.80 per share and a term of five years from the date of issuance. In addition, at the closing, the Company issued to designees of the underwriter of the offering warrants to purchase up to 750,000 shares of Common Stock. The underwriter’s warrants have an exercise price of $1.00, a term of five years from the date of issuance and otherwise substantially similar terms to the form of investor warrant. As a result of the offering, all outstanding shares of the Company's Series A convertible preferred stock converted into 20,568,632 shares (the "Conversion Shares) of common stock (including accrued dividends paid in kind and issuance of shares in respect of the "make-whole" adjustment feature thereof). The Company currently does not have any commitments to obtain additional funds and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. On March 2, 2018, the Company received a written notice from the NASDAQ Staff indicating the Company was not in compliance with Nasdaq Listing Rule 5550 (a)( 2 ) because the bid price for the Company ’s common stock had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810 (c)( 3 )(A), the Company has 180 calendar days from the date of such notice, or until August 29, 2018, to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days. In the event the Company is unable to regain compliance, it could adversely affect the Company’s ability to obtain future funding. If the Company cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs or enter into collaborations with third parties to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including a merger or sale of the Company; or cease operations. If the Company engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company ’s product candidates become approved drugs and how significant their market share will be, some of which are outside of the Company’s control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. The Company believes its cash and cash equivalents as of December 31, 2017, together with the proceeds from public underwritten offering received in January 2018, are sufficient to fund operations through June 2019.

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated

financial statements of the Company have been prepared in accordance with US GAAP. Any reference in these notes to applicable guidance is meant to refer to US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the warrants, the fair value of the convertible notes, allocation of the purchase price and accounting for research and development activities. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates.

Fair Value of Financial Instruments

The carrying amounts of the Company

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

December

31,

2017,

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

$0.6

million. As of

December

31,

2016,

the fair value of the Company’s outstanding

2016

convertible note and Series B convertible note was approximately

$2.0

million and

$0.6

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

of the fair value hierarchy.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions, the balances of which frequently exceed federally insured limits.

Cash and Cash Equivalents

The Company considers any highly liquid investments, such as money market funds, with an original maturity of

three

months or less to be cash and cash equivalents.

Property and Equipment

The Company records property and equipment at cost less accumulated depreciation and amortization. Costs of renewals and improvements that extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets, which generally range from

years. The Company amortizes leasehold improvements over the shorter of the estimated useful life of the asset or the term of the related lease. Upon retirement or disposition of assets, the costs and related accumulated depreciation and amortization are removed from the accounts with the resulting gains or losses, if any, reflected in results of operations.

Long-Lived Assets

Long-lived assets are reviewed for potential impairment whenever events indicate that the carrying amount of such assets

may

not

be recoverable. The Company does this by comparing the carrying value of the long-lived assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. If it is determined an impairment exists, the asset is written down to its estimated fair value. The Company has

not

recognized any impairment of long-lived assets during the years ended

December 31, 2017

and

2016.

Intangible Assets

Intangible assets are comprised of identifiable in-process research and development (IPR&D) assets and are considered indefinite-lived intangible assets and are assessed for impairment annually on

October 1

or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off and the Company will record a non-cash impairment loss. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. In

August 2016,

the Company abandoned the future development efforts with respect to its RES-

440

product candidate, and the value of the associated IPR&D asset was written down to

zero

(See Note

Goodwill

Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is

not

amortized, but is subject to an annual impairment test. The Company has a single reporting unit and all goodwill relates to that reporting unit.

The Company performs its annual goodwill impairment test on

October 1

of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit

’s goodwill is less than the carrying value of the reporting unit’s goodwill. The Company did

not

recognize any impairment of goodwill during the years ended

December

31,

2017

and

December 31, 2016.

Offering Costs

Offering costs are either expensed upon completion or abandonment of the related financing or offset against the proceeds of the offering, depending upon the accounting treatment of the offering. Offering costs consist principally of legal and accounting costs incurred through the balance sheet date related to the Company’s underwritten public offering, private placement financings and are recognized in other assets on the consolidated balance sheet.

Research and Development

Major components of research and development costs include internal research and development (such as salaries and related employee benefits, equity-based compensation, supplies and allocated facility costs) and contracted services (research and development activities performed on the Company

’s behalf). Costs incurred for research and development are expensed as incurred.

At the end of the reporting period, the Company compares payments made to

third

-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the services provided, the Company

may

record net prepaid or accrued expenses relating to these costs.

Upfront payments made to

third

parties who perform research and development services on the Company’s behalf are expensed as services are rendered.

Patent Costs

Patent costs, including related legal costs, are expensed as incurred and are recorded within general and administrative expenses in the statements of operations.

Income Taxes

Prior to the Merger, Diffusion LLC was treated as a partnership for federal and state income tax purposes. Diffusion LLC

’s taxable income or loss, as well as certain other tax attributes, were passed through directly to its members and were reported in each member’s individual income tax return.

Upon completion of the Merger as discussed in Note

the Company converted from a partnership to a corporation for accounting purposes. As a corporation, the Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than

not

that some portion or all of a deferred tax asset will

not

be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return it files, if such a position is more likely than

not

to be sustained.

December 22, 2017

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

2017

Tax Act"). This legislation makes significant changes in the U.S. tax laws including, but

not

limited to, reducing the corporate tax rate to

21%

starting in

2018.

The

2017

Tax Act required the Company to revalue its deferred tax assets and liabilities to the new rate of

21%.

As a result of the change, the Company recorded a current period tax benefit of

$1.1

million in its consolidated statement of operations and a corresponding reduction in the deferred tax liability on its consolidated balance sheet.

Stock-based Compensation

The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. Stock-based awards issued to non-employees are revalued until the award vests. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates, including the volatility of the Company

’s common stock, the expected term of the Company’s stock options, the expected dividend yield and the fair value of the Company’s common stock on the measurement date. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

The expected term of stock options was estimated using the “simplified method” for employee options as the Company has

historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For options granted to non-employees, the Company uses the remaining contractual life. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The Company assumes

dividend yield because dividends are

not

expected to be paid in the near future, which is consistent with the Company

’s history of

not

paying dividends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The Company

longer estimates forfeitures and accounts for forfeitures in the periods they occur.

Net Loss Per Share

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

not

have been incurred if the warrants had been converted into common stock.

	Year ended December 31,
	2017			2016
Basic net loss per common share calculation:
Net loss	$	(1,364,518	)	$	(18,036,619	)
Accretion of Series A cumulative preferred dividends		(1,252,394	)		—
Net loss attributable to common stockholders	$	(2,616,912	)	$	(18,036,619	)

Weighted average shares outstanding, basic		12,447,641			10,232,791
Net loss per share of common, basic	$	(0.21	)	$	(1.76	)
Diluted net loss per common share calculation:
Net loss attributable to common stockholders		(2,616,912	)		(18,036,619	)
Change in fair value of warrant liability		(22,072,322	)		—
Diluted net loss		(24,689,234	)		(18,036,619	)
Weighted average common shares outstanding, basic		12,447,641			10,232,791
Common stock equivalents arising from warrants		307,675			—
Common stock equivalents		12,755,316			10,232,791
Net loss per share of common stock, diluted	$	(1.94	)	$	(1.76	)

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

	December 31,
	2017		2016
Convertible debt		214,385		757,909
Common stock warrants		447,721		460,721
Convertible preferred stock		8,306,278		—
Stock options		2,555,989		2,207,409
Unvested restricted stock awards		3,066		9,204
		11,527,439		3,435,243

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

Comprehensive Loss

The Company has

items of comprehensive income or loss other than net loss.

Recent Accounting Pronouncements

July 2017,

the FASB issued ASU

2017

11,

Earnings Per Share (Topic

260

); Distinguishing Liabilities from Equity (Topic

480

); Derivatives and Hedging (Topic

815

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

The

first

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

second

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

December 15, 2018

and interim periods within those years. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated results of operations, financial position and cash flows and related disclosures.

May 2017,

the FASB issued ASU

No.

2017

09,

Modification Accounting for Share-Based Payment Arrangements

, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC

718.

Specifically, an entity would

not

apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The guidance is applicable to public business entities for fiscal years beginning after

December 15, 2017

and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The Company does

not

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

March

2016,

the FASB issued ASU

2016

09,

Compensation – Improvements to Employee Share-Based Payment Accounting

, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is applicable to public business entities for fiscal years beginning after

December 15, 2016

and interim periods within those years. The Company adopted this standard in

2017

by electing to account for forfeitures in the period that they occur. Under ASU

2016

09,

accounting changes adopted using the modified retrospective method must be calculated as of the beginning of the period adopted and reported as a cumulative-effect adjustment. As a result, the Company recognized cumulative-effect adjustment of approximately

$1,000

January 1, 2017.

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

)

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

December

15,

2018,

including interim periods within such fiscal years. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. Upon adoption in

2018,

the Company will determine the fair of the operating lease and recognize this amount as a lease asset and corresponding liability on its consolidated balance sheet. The Company does

not

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

Note 4 - Acquisition

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Acquisitions

Merger with Diffusion Pharmaceuticals LLC

December 15, 2015,

the Company entered into a merger agreement (the “Merger Agreement”) with Diffusion LLC. On

January 8, 2016,

the Company completed the merger (the “Merger”), with Diffusion LLC surviving as a wholly-owned subsidiary of the Company. Subsequent to the Merger, the Company was renamed “Diffusion Pharmaceuticals Inc.” and the Company

’s ticker symbol was changed from “RESX” to “DFFN.” In

November 2016,

the Company’s Common Stock was approved for listing on the NASDAQ Capital Market and continues to trade under the ticker symbol “DFFN”. The Company and Diffusion LLC entered into the Merger Agreement in an effort to provide improved access to the capital markets in order to obtain the resources necessary to accelerate development of TSC in multiple clinical programs and continue to build an oncology-focused company.

The Merger was accounted for as a reverse acquisition under the acquisition method of accounting. Because Diffusion LLC

’s pre-transaction owners held an

84.1%

economic and voting interest in the combined company immediately following the completion of the Merger, Diffusion LLC is considered to be the acquirer of the Company for accounting purposes.

Each Diffusion Unit was converted into the right to receive

0.3652658

shares of Common Stock based on the Exchange Ratio. Additionally, the rights of holders of Diffusion LLC

’s outstanding convertible notes to convert such notes into Diffusion Units was converted into the right to convert such notes into a number of shares of Common Stock equal to the number of Diffusion Units into which such notes would have been convertible under the terms of the notes in effect immediately prior to the consummation of the Merger multiplied by the Exchange Ratio. In addition, all outstanding options to purchase Diffusion Units were assumed by the Company and the right to exercise such options for Diffusion Units converted into a right to exercise such options for Common Stock on terms substantially identical to those in effect prior to the Merger transaction, except for adjustments to the underlying number of shares and the exercise price based on the Exchange Ratio.

In connection with the Merger, the Company

’s former Board of Directors authorized, declared and effected a distribution of contingent value rights (“CVRs”) to stockholders of the Company as of the close of business on

January 7, 2016.

Each CVR is a non-transferable right to potentially receive certain cash payments in the event the Company receives net cash payments during the

five

(

) year period after the Merger as a result of the sale, transfer, license or similar transaction or any other agreement to the extent relating to the development of the Company’s product currently known as RES-

440,

a “soft” anti-androgen. See below for additional fair value information.

The purchase consideration in a reverse acquisition is determined with reference to the value of equity that the accounting acquirer, in this case, Diffusion LLC, would have had to issue to the owners of the accounting acquiree, the Company, to give the pre-acquisition equity holders of the Company the same percentage interest in Diffusion LLC that such pre-acquisition equity holders held in the Company immediately following the Merger. The purchase price was calculated as follows:

Fair value of the Company ’s pre-Merger shares outstanding	$	19,546,000
Estimated fair value of the Company ’s pre-Merger stock options outstanding		1,321,000
Estimated fair value of the Company ’s pre-Merger warrants outstanding		384,000
CVRs – RES-440 product candidate		10,000
Total purchase price	$	21,261,000

The Merger transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The valuation technique utilized to value the IPR&D was the cost approach.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date:

Cash and cash equivalents	$	8,500,602
Prepaid expenses and other assets		195,200
Property and equipment		57,531
Intangible assets		9,600,000
Goodwill		6,929,258
Accrued liabilities		(377,432	)
Deferred tax liability		(3,644,159	)
Net assets acquired	$	21,261,000

Qualitative factors supporting the recognition of goodwill due to the Merger include the Company

’s anticipated enhanced ability to secure additional capital and gain access to capital market opportunities as a public company and the potential value created by having a more well-rounded clinical development portfolio by adding the earlier stage products acquired in the Merger to the Company’s later state product portfolio. The goodwill is

not

deductible for income tax purposes. The values allocated to IPR&D intangible assets are

$8.6

million for the RES-

529

compound and

$1.0

million for the RES-

440

compound, each with indefinite useful lives. See Note

for additional information.

Pro Forma Financial Information (Unaudited)

The following pro forma financial information reflects the consolidated results of operations of the Company as if the Merger had taken place on

January 1, 2016.

The pro forma financial information is

not

necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date.

	Year ended December 31, 2016
Net revenues	$	—
Net loss	$	(16,471,398	)
Basic and diluted loss per share	$	(1.60	)

Non-recurring pro forma transaction costs directly attributable to the Merger were

$1.6

million for the year ended

December 31, 2016

and have been deducted from the net loss presented above. The costs deducted from the year ended

December 31, 2016

period included a success fee and other transaction costs

$1.1

million and approximately

46,000

shares of common stock with a fair market value of

$0.5

million paid to a financial advisor upon the closing of the Merger on

January 8, 2016.

Additionally, RestorGenex incurred approximately

$3.0

million in severance costs as a result of resignations of executive officers immediately prior to the Merger and approximately

$2.7

million in share-based compensation expense as a result of the acceleration of vesting of stock options at the time of Merger. These costs are excluded from the pro forma financial information for the year ended

December 31, 2016.

such costs were recorded during the year ended

December 31, 2017.

Note 5 - Property and Equipment

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment

Property and equipment consists of the following:

	December 31,
	2017			2016
Laboratory equipment	$	182,357		$	182,357
Furniture and office equipment		155,113			137,290
Leasehold improvements		430,000			—
Total property and equipment		767,470			319,647
Less: accumulated depreciation		(306,818	)		(239,892	)
Property and equipment, net	$	460,652		$	79,755

Depreciation expense was approximately

$68,000

and

$25,000

for the years ended

December 31, 2017

and

2016,

respectively.

Note 6 - Goodwill and Intangible Assets	12 Months Ended
Note 6 - Goodwill and Intangible Assets	Dec. 31, 2017
Notes to Financial Statements
Goodwill and Intangible Assets Disclosure [Text Block]	6. Goodwill and Intangible Assets The Company completes its annual impairment test on October 1 each year, or more frequently if triggering events indicate a possible impairment. The Company continually evaluates financial performance, economic conditions and other relevant developments in assessing if an interim period impairment test is necessary. The Company's goodwill balance at both December 31, 2017 and 2016 was $6.9 million. There have been no changes to the carrying value of goodwill during the years ended December 31, 2017 and 2016. In connection with the Merger, the Company acquired indefinite-lived In-Process Research and Development Assets (“IPR&D”) RES- 529 and RES- 440, with estimated fair values of $8.6 million and $1.0 million, respectively. The Company’s novel PI3K/Akt/mTOR pathway inhibitor, RES- 529, is in preclinical development for oncology. Through a series of in vitro and in vivo animal models, RES- 529 has been shown to have activity in several cancer types due to its ability to target and inhibit the PI3K/Akt/mTOR signal transduction pathway. RES- 529 is a first -in-class inhibitor of both TORC1 and TORC2 that is mechanistically differentiated from other PI3K/Akt/mTOR pathway inhibitors currently in development. RES- 529 has shown activity in both in vitro and in vivo glioblastoma animal models and has been demonstrated to be orally bioavailable and can cross the blood brain barrier. In August 2016, the Board of Directors determined that RES- 440, a “soft” anti-androgen compound for the treatment of acne vulgaris, was outside the Company ’s core product focus, and was not a priority. Therefore, future development efforts were abandoned in the third quarter of 2016. In connection with its review of such abandonment, the Company concluded RES- 440 was impaired in its entirety. The abandonment resulted in a net impairment charge of $1.0 million and was recorded as a component of research and development expenses within the Company’s consolidated statement of operations for the year ended December 31, 2016. The abandonment also resulted in an income tax benefit of $0.4 million.

- 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

Note 7 - Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	December 31,
	2017		2016
Accrued interest payable	$	37,415	$	29,359
Accrued Series A dividends		1,062,314		—
Accrued payroll and payroll related expenses		312,221		399,740
Accrued professional fees		122,711		72,855
Accrued clinical studies expenses		63,350		220,978
Other		30,840		151,332
Total	$	1,628,851	$	874,264

Note 8 - Convertible Debt

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

Convertible Debt

The components of debt outstanding are as follows:

	December 31,
	2017			2016
2016 convertible notes	$	—		$	1,880,000
Pre-Merger convertible notes		550,000			550,000
		550,000			2,430,000
Less current portion		(550,000	)		(1,880,000	)
Long-term debt, net of current portion	$	—		$	550,000

For the years ended

December 31, 2017

and

2016,

the Company recognized interest expense of approximately

$0.1

million and

$37,000,

respectively in connection with its convertible debt instruments. Accrued interest was

$37,000

and

$29,000

as of

December 31, 2017

and

2016,

respectively.

2016

Convertible Notes

September 27, 2016,

the Company issued and sold convertible promissory notes (

“2016

Convertible Notes”) in an aggregate principal amount of

$1.9

million. The

2016

Convertible Notes were issued to an investor and certain other parties in connection with the settlement of a litigation matter. The

2016

Convertible Notes had a term of

one

(

) year and bore interest at a rate of

6.0%

per annum with the principal and accrued interest due upon the earlier of the maturity date or conversion date. The Company accounted for the issuance of the convertible promissory notes in accordance with ASC

470

and, at the time of issuance, recorded a litigation settlement expense of

$2.5

million which represents the difference between the estimated fair value of the

2016

Convertible Notes issued and the cash received from the noteholders. Upon maturity of the

2016

Convertible Notes during the

third

quarter of

2017,

the Company repaid the outstanding principal and interest of

$1.9

million and

$0.1

million, respectively.

Pre-Merger Convertible Notes

From

December 2009

through

December 2015,

the Company issued unsecured convertible promissory notes (the “Pre-Merger Convertible Notes”) for aggregate gross proceeds of

$22.4

million. The Pre-Merger Convertible Notes bore interest at either

1.5%

per annum, however, all Pre-Merger Convertible Notes outstanding at

December 31, 2017

bear interest at a rate of

per annum. The Pre-Merger Convertible Notes accrue interest beginning on the date of issuance, with the principal and accrued interest due upon the earlier of the maturity date or conversion date. At any time prior to the maturity date, the holders

may

elect to convert, in whole or in part, the Pre-Merger Convertible Notes and any related accrued but unpaid interest into common stock of the Company at a price per share equal to the conversion price. In the event of a Change of Control or a Qualified Financing (each as defined below), the holders of the Pre-Merger Convertible Notes

may

declare the aggregate outstanding amount of the Pre-Merger Convertible Notes to be immediately due and payable or

may

elect to convert the Convertible Notes and any accrued but unpaid interest as if such conversion took place on the maturity date. A Change of Control is defined as: (i) a merger or consolidation in which the owners immediately prior to the transaction do

not

own, directly or indirectly, more than

50%

of the surviving company; (ii) the acquisition of more than

50%

of the Company

’s outstanding shares by a single person, entity or group or persons or entities acting in concert or (iii) the sale or transfer of all or substantially all of the assets of the Company. A Qualified Financing is defined as a sale of shares or other transaction that results in gross proceeds to the Company of at least

$50.0

million, including proceeds received in connection with the conversion of any Pre-Merger Convertible Notes. Through the date the financial statements were available to be issued, there have been

Change of Control or Qualified Financing events. The Company

may

prepay the Pre-Merger Convertible Notes, in full or in part, at any time on a pari passu basis. Upon receipt of notice that the Company intends to prepay the Pre-Merger Convertible Notes, holders will have the option to convert their notes in lieu of payment.

At the effective time of the Merger,

$1.1

million in aggregate principal amount of Pre-Merger Convertible Notes were outstanding and

the rights of the holders of each such outstanding Pre-Merger Convertible Notes convertible into Diffusion Units were converted into the right to convert such securities into a number of shares of the Company’s common stock equal to the number of Diffusion Units such Pre-Merger Convertible Notes would be convertible into pursuant to its terms multiplied by the Exchange Ratio.

During the year ended

December 31, 2016,

Pre-Merger Convertible Notes of

$0.7

million and related accrued interest of approximately

$16,000

were converted into

217,122

shares of common stock.

Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Office Space Lease Commitment

The Company leases office and laboratory facilities in Charlottesville, Virginia. On

March 31, 2017,

the Company entered into a lease for its office and laboratory facilities at a new location in Charlottesville, Virginia. During the year ended

December

31,

2017,

the Company capitalized approximately

$0.4

million in leasehold improvements as part of the build-out of the new office and laboratory location. Rent expense related to the Company's operating leases for the years ended

December

31,

2017

and

2016

was approximately

$0.1

million and

$66,000,

respectively. For the new operating lease, lease payments commenced on

May 1, 2017

and expire on

April 30, 2022.

The Company will continue to recognize rent expense on a straight-line basis over the lease period and will accrue for rent expense incurred but

not

yet paid. Future minimum rental payments under the Company's new non-cancelable operating lease at

December

31,

2017

was as follows:

	Rental Commitments
2018	$	112,354
2019		114,409
2020		116,464
2021		118,519
2022		39,735
Total	$	501,481

Arrangement with Clinical Research Organization

July 5, 2017,

the Company entered into a Master Services Agreement ("MSA") with a contract research organization ("CRO") to provide clinical trial services for individual studies and projects by executing individual work orders. The MSA and associated work orders are designed such that quarterly payments are to be made in advance of the work to be performed. The Company recognized research and development expenses related to this MSA of

$1.0

million during the year ended

December 31, 2017.

As of

December

31,

2017,

there was

$0.8

million of prepaid research and development costs that are estimated to be recognized during the

first

quarter of fiscal

2018.

Legal Proceedings

August 7, 2014,

a complaint was filed in the Superior Court of Los Angeles County, California by Paul Feller, the Company

’s former Chief Executive Officer under the caption

Paul Feller v. RestorGenex Corporation, Pro Sports & Entertainment, Inc., ProElite, Inc. and Stratus Media Group, GmbH

(Case

No.

BC553996

). The complaint asserts various causes of action, including, among other things, promissory fraud, negligent misrepresentation, breach of contract, breach of employment agreement, breach of the covenant of good faith and fair dealing, violations of the California Labor Code and common counts. The plaintiff is seeking, among other things, compensatory damages in an undetermined amount, punitive damages, accrued interest and an award of attorneys’ fees and costs. On

December 30, 2014,

the Company filed a petition to compel arbitration and a motion to stay the action. On

April 1, 2015,

the plaintiff filed a petition in opposition to the Company’s petition to compel arbitration and a motion to stay the action. After a hearing for the petition and motion on

April 14, 2015,

the Court granted the Company’s petition to compel arbitration and a motion to stay the action. On

January 8, 2016,

the plaintiff filed an arbitration demand with the American Arbitration Association.

arbitration hearing has yet been scheduled. The Company believes this matter is without merit and intends to defend the arbitration vigorously. Because this matter is in an early stage, the Company is unable to predict its outcome and the possible loss or range of loss, if any, associated with its resolution or any potential effect the matter

may

have on the Company’s financial position. Depending on the outcome or resolution of this matter, it could have a material effect on the Company’s financial position.

September 21, 2015,

David Schmidt, a former member of Diffusion LLC and current stockholder of the Company, filed suit (the “Original Complaint”) in the Circuit Court for Albemarle County, Virginia (Case.

No.

CL15

791,

David G. Schmidt v. Diffusion Pharmaceuticals LLC), which Complaint was amended on

April 14, 2016 (

the “Amended Complaint”). The Original Complaint alleged that a breach of contract with respect to Mr. Schmidt’s previously converted convertible note, and requested relief of specific performance requiring Diffusion LLC to issue him additional units, representing the additional number of units he would have received had he converted at the renegotiated conversion price.

September 27, 2016,

the Company, Diffusion LLC, Mr. Schmidt and the other parties thereto entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which, among other things, (i) Mr. Schmidt and Diffusion each agreed to submit a consent order to the Court dismissing all claims set forth in the Amended Complaint with prejudice and without an admission of liability by any party, (ii) Mr. Schmidt and Diffusion each released, on behalf of such party and its heirs, assigns, representatives, affiliates and agents, all claims and causes of action of any nature against the other party existing as of the date of the Settlement Agreement and (iii) as consideration therefor, the Company agreed to issue and sell, to Mr. Schmidt and the other parties to the Settlement Agreement, the

2016

Convertible Notes in an aggregate principal amount of

$1.9

million and are convertible into shares of Common Stock at an initial conversion price of

$3.50

per share.

The Company recognized a litigation settlement charge of

$2.5

million which represents the difference between the fair value of the

2016

Convertible Notes issued and the cash received from Mr. Schmidt and other parties. The settlement charge was recorded as a component of general and administrative expenses within the Company’s consolidated statement of operations for the year ended

December 31, 2016.

Note 10 - Convertible Preferred Stock and Stockholder's Equity

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

10.

Convertible Preferred Stock and Stockholder’s Equity

In contemplation of completing the private placement described below, the Company amended and restated its articles of incorporation and authorized

13,750,000

shares of Series A convertible preferred stock.

Series

A Convertible Preferred Stock Transaction

March 2017,

the Company completed a

$25.0

million private placement of its securities in which the Company offered and sold units consisting of

one

share of the Company

’s Series A convertible preferred stock and a warrant to purchase

one

share of common stock for each share of Series A convertible preferred stock purchased in the offering. Each share of Series A convertible preferred stock entitles the holder to an

8.0%

cumulative dividend payable in shares of the Company's common stock on a semi-annual basis. The holders

may,

at their option, convert each share of Series A convertible preferred stock into

one

share of the Company’s common stock based on the initial conversion price of

$2.02

per share, subject to adjustment. Each warrant entitles the holder to purchase

one

share of common stock at an initial exercise price of

$2.22,

subject to adjustment and expires on the

fifth

anniversary of their original issuance date.

The Company sold

12,376,329

units in the private placement and received approximately

$22.1

million in aggregate net cash proceeds, after deducting commissions and other expenses of approximately

$2.9

million. In addition, as compensation for its services, the Company granted to its placement agent in the offering warrants to purchase an aggregate of

1,179,558

shares of common stock at an initial exercise price of

$2.22

per share, which expire on the

fifth

anniversary of their original issuance date.

During its evaluation of equity classification for the common stock warrants, the Company considered the conditions as prescribed within ASC

815

40,

Derivatives and Hedging, Contracts in an Entity’s own Equity

(“ASC

815

40”

). The conditions within ASC

815

are

not

subject to a probability assessment. As the Company was obligated to issue a variable number of shares to settle the cumulative dividends on the Series A convertible preferred stock, the Company could

not

assert that there would be sufficient authorized shares available to settle the warrants issued in connection with the Series A offering. Accordingly, these warrants were classified as liabilities. On

November 1, 2017

the Company held a Special Stockholders meeting, requesting stockholders, both common and Series A, to approve a proposed amendment to the Company’s Certificate of Incorporation to permit the Company to pay dividends on the Company’s Series A Convertible Preferred Stock in either cash or shares of the Company’s Common, which was approved by the stockholders. As a result of this amendment, the Company is able to assert that there will be sufficient authorized shares available to settle the Series A warrants, and as a result, the Series A warrants were reclassified from liabilities to stockholders’ equity in the

fourth

quarter of

2017.

As the fair value of the warrants upon issuance was in excess of the proceeds of the Series A offering, there are

proceeds allocated to the Series A convertible preferred stock. The excess fair value of the warrants over the gross proceeds of the Series A offering and the fair value of the warrants granted to its placement agent was

$10.2

million in the aggregate and was recorded as warrant related expenses in the statement of operations for the year ended

December

31,

2017.

As a result of the completion of our common stock offering in

January 2018,

all outstanding shares of the Company's Series A convertible preferred stock converted into

20,568,632

shares (the "Conversion Shares") of common stock of which (i)

8,306,278

shares were issued for the automatic conversion of Series A convertible preferred stock (ii)

593,933

shares were issued upon settlement of accrued dividends and (iii)

11,668,421

shares were issued for the settlement of the “make-whole” adjustment feature.

Dividends

Until the conversion of all outstanding Series A convertible preferred stock in

January 2018,

the cumulative preferred dividend on the Series A convertible preferred stock was payable at a rate of

8.0%

per annum, payable only in shares of common stock, semi-annually in arrears on

April 1

and

October 1

of each year commencing on

October 1, 2017.

This cumulative preferred dividend was

not

subject to declaration. The Company recognized approximately

$1.3

million in dividends during the year ended

December

31,

2017,

of which

$0.2

million was settled upon by the issuance of

86,335

shares of the Company's common stock. As of

December 31, 2017,

there were approximately

$1.1

million in accrued dividends that were subsequently settled in

January 2018.

Voting

Subject to certain preferred stock class votes specified in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (the “Certificate of Designation”) or as required by law, the holders of the Series A convertible preferred stock voted together with the holders of common stock as a single class on an adjusted as-converted basis. In accordance with NASDAQ listing rules, in any matter voted on by the holders of the common stock, each share of Series A convertible preferred stock entitled the holder thereof to a number of votes based upon the closing price of our common stock on the NASDAQ Capital Market on the date of issuance of such shares of Series A convertible preferred stock. Accordingly, shares of Series A convertible preferred stock issued in the initial closing of the private placement on

March 14, 2017

were entitled to

0.84874

votes per share and shares of Series A Preferred Stock issued in the final closing of the private placement on

March 31, 2017

were entitled to

0.50627

votes per share, in each case, subject to adjustment as described in the Certificate of Designation.

Liquidation Preference

The Series A convertible preferred stock was senior to the common stock. In the event of a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which includes a sale of the Company as defined in the Certificate of Designation, the holders of the Series A convertible preferred stock would be entitled to receive their original investment amount. If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay such holders the full amount to which they are entitled, then the entire remaining assets and funds legally available for distribution would be distributed ratably among the holders of the Series A convertible preferred stock in proportion to the full amounts to which they would otherwise be entitled.

Conversion

The Series A convertible preferred stock was convertible, at the holder

’s option, into common stock. The Series A convertible preferred stock was also mandatorily convertible into common stock upon (a) the

thirty

-day moving average of the closing price of the Company’s common stock exceeding

$8.00

per share, (b) a financing of at least

$10.0

million in gross proceeds or (c) upon the majority vote of the voting power of the then outstanding shares of Series A convertible preferred stock. The conversion price of the Series A convertible preferred stock was subject to adjustment as described in the Certificate of Designation. During the year ended

December

31,

2017,

4,070,051

shares of Series A convertible preferred stock were converted into common stock. Upon completion of the Company’s public offering of its common stock in

January 2018,

all remaining shares of Series A convertible preferred stock issued and outstanding were converted into common stock.

Make-Whole Provision

Until

March 2020

and subject to certain exceptions, if the Company issued at least

$10.0

million of its common stock or securities convertible into or exercisable for common stock at a per share price less than

$2.02

(such lower price, the “Make-Whole Price”) while any shares of Series A convertible preferred stock remain outstanding, the Company would be required to issue to these holders of Series A convertible preferred stock a number of shares of common stock equal to the additional number of shares of common stock that such shares of Series A convertible preferred stock would be convertible into if the conversion price of such shares was equal to

105%

of the Make-Whole Price (the “Make-Whole Adjustment”). The Make-Whole Adjustment was evaluated and was

not

required to be bifurcated from the Series A convertible preferred stock.

The Make-Whole Adjustment was triggered and settled in

January 2018

in connection with the Company's common stock offering. The Company issued

11,668,421

shares as part of the Make-Whole Adjustment.

Common Stock

In connection with the Merger (See Note

) the Company ascribed non-cash consideration of

$0.4

million to

478,200

warrants outstanding prior to the Merger. During the year ended

December

31,

2016,

the Company issued

2,226,698

shares of its Common Stock of which

1,861,503

are shares held by the pre-Merger stockholders of the Company,

45,643

shares were issued for advisory services provided in connection with the Merger,

102,430

shares were issued for general financial advisory services provided to the Company and

217,122

shares were issued pursuant to conversions of convertible debt as discussed in Note

2017,

the Company issued

17,606

shares for advisory services. The Company did

not

purchase or retire any shares of its common stock.

Common Stock Warrants

As of

December

31,

2017,

the Company had the following warrants outstanding to acquire shares of its common stock:

	Outstanding		Range of exercise price per share
Common stock warrants issued prior to Merger		447,721	$20.00	-	$49.00
Common stock warrants issued in Series A		13,555,887	$2.22
		14,003,608

During the years ended

December

31,

2017

and

2016,

13,000

and

17,479

warrants issued prior to the Merger expired, respectively; these common stock warrants will expire periodically through

2019.

The common stock warrants issued in connection with the

March 2017

Series A private placement expire in

March 2022.

During the year ended

December

31,

2017,

the Company recognized a gain of

$22.1

million upon the change in fair value of the warrant until they were reclassified to permanent equity in

November 2017

and

$10.2

million in warrant related charges associated with the Series A private placement, which consisted primarily of the excess fair value of the common stock warrants over the gross cash proceeds of the Series A offering.

Note 11 - Stock-based Compensation

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11.

Stock-Based Compensation

2015

Equity Plan

The

2015

Equity Plan, as amended in

July 2016,

currently allows for the issuance of up to a maximum of

500,000

shares of common stock in connection with the grant of stock-based awards, including stock options, restricted stock, restricted stock units, stock appreciation rights and other types of awards as deemed appropriate,

not

including shares subject to awards assumed in connection with certain transactions, including the Merger. As of

December

31,

2017,

there were

104,291

shares of common stock available for future issuance under the

2015

Equity Plan. In addition, beginning on

January 1, 2017,

on each

January 1

through the term of the plan, up to

4.0%

of the total shares of the Company’s common stock outstanding as of

December 31

will be added to the plan reserve, unless a lesser amount is stipulated by the Compensation Committee of the Company’s Board of Directors. On

January 1, 2018,

the maximum number of shares of the

2015

Equity Plan increased by

580,785

shares, or

4.0%

of the total shares of the Company’s common stock outstanding at

December

31,

2017.

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations for the periods indicated:

	Year ended December 31,
	2017		2016
Research and development	$	95,040	$	674,643
General and administrative		1,145,511		716,425
Total stock-based compensation expense	$	1,240,551	$	1,391,068

The following table summarizes the activity related to all stock option grants to employees and non-employees:

	Number of Options			Weighted average exercise price per share		Weighted average remaining contractual life (in years)		Aggregate Intrinsic Value (A)
Balance at January 1, 2016		1,495,615		$	3.92
RestorGenex options outstanding		301,156		$	40.13
Cancelled		(48,190	)	$	61.30
Granted		458,828		$	6.25
Balance at January 1, 2017		2,207,409		$	8.09		7.8	$	94,599
Granted		350,041			2.46
Expired		(1,461	)		15.00
Outstanding at December 31, 2017		2,555,989		$	7.32		7.13	$	4,734
Exercisable at December 31, 2017		1,858,073		$	8.25		6.49	$	4,734
Vested and expected to vest at December 31, 2017		2,555,989		$	7.32		7.13	$	4,734

(A)

The difference, if positive, between the stock option

’s exercise price and the closing price of the Company’s common stock at

December

31,

2017.

Generally, the options have a

ten

(

) year

contractual term and vest in equal monthly installments over

three

(

) years. In

August 2016,

the Company granted an option to purchase

204,907

shares of Common Stock to a director in connection with the director’s appointment to the board of directors. The options will vest in equal quarterly installments over

ten

(

) years and any options exercised are restricted from being sold until

August 2021.

Non-employee Stock Options

Non-employee options are remeasured to fair value each period through operations using a Black-Scholes option-pricing model until the options vest. There were

9,394

stock options granted to non-employees during the year ended

December

31,

2017.

The total fair value of non-employee stock options vested during the years ended

December

31,

2017

and

2016

was approximately

$90,000

and

$0.8

million, respectively. At

December

31,

2017,

there was

$14,000

of unrecognized compensation cost related to

14,080

unvested stock options and subject to re-measurement until vested. The total unrecognized compensation expense will be recognized as expense over a weighted-average period of

1.5

years.

Employee Stock Options

The weighted average grant date fair value of stock option awards granted to employees was

$2.10

and

$5.55

during the years ended

December

31,

2017

and

2016,

respectively. The total fair value of options vested during the years ended

December

31,

2017

and

2016

were

$1.1

million and

$0.6

million, respectively.

options were exercised during any of the periods presented. At

December

31,

2017,

there was

$2.6

million of unrecognized compensation cost related to unvested options that will be recognized as expense over a weighted-average period of

5.37

years.

The grant date fair value of employee stock options is determined using the Black-Scholes model. The following assumptions were used during the years ended

December

31,

2017

and

2016:

	2017			2016
Expected term (in years)	5.27	—	6.00	5.76	—	7.48
Risk-free interest rate	1.8%	—	2.4%	1.2%	—	2.0%
Expected volatility	109.8%	—	136.7%	106.8%	—	125.5%
Dividend yield	—			—

Restricted Stock Awards

As of

December

31,

2017,

there were

3,066

unvested shares of restricted stock. During the year ended

December

31,

2017,

6,132

shares vested. The fair value as of the respective vesting dates of the restricted stock awards was both

$12,000

for

2017

and

2016.

The grant date fair value of each restricted stock award granted during the year ended

December

31,

2016

was

$1.97.

There were

restricted stock awards granted in

2017.

December

31,

2017,

there was

$6,000

of unrecognized compensation cost related to unvested restricted stock that will be recognized as expense over a weighted average period of less than

year.

Note 12 - Defined Contribution Retirement Plan	12 Months Ended
Note 12 - Defined Contribution Retirement Plan	Dec. 31, 2017
Notes to Financial Statements
Pension and Other Postretirement Benefits Disclosure [Text Block]	12. Defined Contribution Retirement Plan The Company has established a 401 (k) defined contribution plan (the 401 (k) Plan) that covers all employees who qualify under the terms of the plan. Eligible employees may elect to contribute to the 401 (k) Plan up to 90% of their compensation, limited by the IRS-imposed maximum. The Company provides a safe harbor match with a maximum amount of 4% of the participant’s compensation. The Company made matching contributions under the 401 (k) Plan of approximately $49,000 and $28,000 for the years ended December 31, 2017 and 2016, respectively.

Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]

13.

Income Taxes

Prior to the Merger, the Company was treated as a partnership for federal income tax purposes.

December 2017,

the

2017

Tax Act was enacted, which includes a number of changes to previously existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from

35%

21%

for tax years beginning after

December 31, 2017.

The

2017

Tax Act also provides for a

one

-time transition tax on certain foreign earnings and the acceleration of depreciation for certain assets placed into service after

September 27, 2017

as well as prospective changes beginning in

2018,

including repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, capitalization of research and development expenditures, additional limitations on executive compensation and limitations on the deductibility of interest.

Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.

2016,

the Company recorded a deferred tax liability of

$3.6

million for the basis differences associated with indefinite-lived in-process R&D assets. In

August 2016,

the Company abandoned future development efforts for the IPR&D asset associated with RES-

440

and recorded an impairment charge of

$1.0

million which is equal to its acquired value. Upon recognizing the impairment, the Company recognized an income tax benefit of

$0.4

million and reduced the carrying value of the related deferred tax liability as of

December

31,

2016

(See Note

). In

2017,

this deferred tax liability was further reduced by

$1.1

million as a result of the

2017

Tax Act.

Significant components of the Company's deferred tax assets for federal income taxes consisted of the following:

	December 31, 2017			December 31, 2016
Deferred tax assets
Net operating loss carryforwards	$	5,310,628		$	7,547,296
Stock option compensation		2,141,973			2,720,186
Orphan Drug credits		2,537,039			1,218,069
Capitalized start-up costs and other		5,247,469			4,690,843
Valuation allowance		(15,237,109	)		(16,176,394	)
Net deferred tax asset		—

Deferred tax liabilities
Intangible assets		(2,223,678	)		(3,279,363	)
Net deferred tax liability		(2,223,678	)		(3,279,363	)

The Company does

not

have unrecognized tax benefits as of

December

31,

2017

December 31, 2016.

The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

The Company had net operating loss carryforwards (“NOL”) for federal and state income tax purposes at

December

31,

2017

of approximately:

Combined NOL Carryforwards:	December 31, 2017
Federal	$	20,629,817
State		20,640,700

The net operating loss carryforwards begin expiring in

2034

for federal income tax purposes and

2034

for state income tax purposes. In

January 2016,

the number of outstanding shares of RestorGenex common stock increased in connection with the Merger discussed in note

This increase in the number of shares outstanding

resulted in a change of ownership, under the provisions of Internal Revenue Code Section

382

and similar state provisions, and limits the Company’s ability to utilize these net operating loss carryforwards to offset future income. The amounts above reflect the amount of NOLs that the Company expects to be able to utilize as a result of the limitation. The Company's

2017

and

2018

financings

may

have also triggered an ownership change, which could further limit the Company's ability to utilize its NOL carryforwards. The Company has yet to determine this potential limitation. The Company recorded a

100%

valuation allowance of the deferred tax assets as of

December

31,

2017,

because of the uncertainty of their realization.

A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements as of

December 31, 2017

and

2016

is as follows:

Rate reconciliation:	December 31, 2017			December 31, 2016
Federal tax benefit at statutory rate		(34.0	)%		(34.0	)%
State tax, net of Federal benefit		(16.3	)%		(2.3	)%
Change in fair value of warrant		(126.1	)%		—	%
Change in tax rate		205.5	%		—	%
Litigation settlement charge		—	%		4.6	%
Acquisition costs		—	%		2.8	%
Orphan drug credit		(36.0	)%		(4.4	)%
Change in valuation allowance		(38.8	)%		27.2	%
Stock compensation		1.2	%		4.2	%
Other		1.0	%		(0.1	)%
Total provision		(43.5	)%		(2.0	)%

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company

’s

2014

2016

tax years remain open and subject to examination.

Note 14 - Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Fair Value Disclosures [Text Block]

14.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in

one

of the following

three

levels of the fair value hierarchy, of which the

first

two

are considered observable and the last is considered unobservable:

●	Level 1 —Quoted prices in active markets for identical assets or liabilities.

●

Level

—Observable inputs (other than Level

quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are

not

active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●	Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The asset

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

The following table presents the Company

’s assets and liabilities that are measured at fair value on a recurring basis:

	December 31, 2017
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	8,896,468	$	—	$	—
Liabilities
Common stock warrant liability	$	—	$	—	$	—

	December 31, 2016
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	1,552,852	$	—	$	—
Liabilities
Common stock warrant liability	$	—	$	—	$	—

The reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level

) is as follows:

	Common Stock Warrant Liability
Balance at December 31, 2016	$	—
Issued in connection with the Series A convertible preferred stock		35,225,846
Change in fair value		(22,072,322	)
Reclassification of Series A warrants to additional paid in capital		(13,153,524	)
Balance at December 31, 2017	$	—

The common stock warrants issued in connection with the Series A convertible preferred stock were previously classified as liabilities, and were marked-to-market each reporting period with the change in fair value recorded as either income or expense in the accompanying statements of operations until the warrants are exercised, expire or other facts and circumstances lead the liability to be reclassified to stockholders’ equity. On

November 1, 2017

the Company held a Special Stockholders meeting, requesting stockholders, both common and Series A, to approve a proposed amendment to the Company’s Certificate of Incorporation to permit the Company to pay dividends on the Company’s Series A Convertible Preferred Stock in either cash or shares of the Company’s Common, which was approved by the stockholders. As a result of this amendment, the Company is able to assert there will be sufficient authorized shares available to settle the Series A warrants. Upon this assertion, the Series A warrants were reclassified from liabilities to stockholders’ equity.

The fair value of the warrant liability is estimated using the Black-Scholes model and assumptions used to value the warrant liability as of

November 1, 2017,

which was the date of the reclassification, were as follows:

Stock price	$	1.44
Exercise price	$	2.22
Expected term (in years)		4.38
Risk-free interest rate		1.9	%
Expected volatility		104.1	%
Dividend yield		—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 15 - Related Party Transactions	12 Months Ended
Note 15 - Related Party Transactions	Dec. 31, 2017
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	15. Related Party Transactions The Company ’s Director of Information Technologies is also the son of the Chief Executive Officer and he has held that position since December 2014.

Note 16 - Subsequent Event	12 Months Ended
Note 16 - Subsequent Event	Dec. 31, 2017
Notes to Financial Statements
Subsequent Events [Text Block]	16. Subsequent Event On January 22, 2018, Diffusion Pharmaceuticals Inc. (the “Company”) closed its previously announced underwritten public offering of 15,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and warrants to purchase 15,000,000 shares of Common Stock. At the closing, the Company also issued warrants to purchase an additional 1,970,625 shares of Common Stock pursuant to the underwriter’s partial exercise of its overallotment option. The shares of Common Stock and warrants were sold at a combined public offering price of $0.80 per share and warrant for total gross proceeds of approximately $12.0 million. The warrants have an exercise price of $0.80 per share and a term of five years from the date of issuance. In addition, at the closing, the Company issued to designees of the underwriter of the offering warrants to purchase up to 750,000 shares of Common Stock. The underwriter’s warrants have an exercise price of $1.00, a term of five years from the date of issuance and otherwise substantially similar terms to the form of investor warrant. As a result of the offering, all outstanding shares of the Company's Series A convertible preferred stock converted into 20,568,632 shares (the "Conversion Shares) of common stock (including accrued dividends paid in kind and the "make-whole" adjustment feature thereof).

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying consolidated

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

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

Fair Value of Financial Instruments

The carrying amounts of the Company

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

December

31,

2017,

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

$0.6

million. As of

December

31,

2016,

the fair value of the Company’s outstanding

2016

convertible note and Series B convertible note was approximately

$2.0

million and

$0.6

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

of the fair value hierarchy.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers any highly liquid investments, such as money market funds, with an original maturity of

three

months or less to be cash and cash equivalents.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

Long-lived assets are reviewed for potential impairment whenever events indicate that the carrying amount of such assets

may

not

recognized any impairment of long-lived assets during the years ended

December 31, 2017

and

2016.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Intangible assets are comprised of identifiable in-process research and development (IPR&D) assets and are considered indefinite-lived intangible assets and are assessed for impairment annually on

October 1

August 2016,

the Company abandoned the future development efforts with respect to its RES-

440

product candidate, and the value of the associated IPR&D asset was written down to

zero

(See Note

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is

not

amortized, but is subject to an annual impairment test. The Company has a single reporting unit and all goodwill relates to that reporting unit.

The Company performs its annual goodwill impairment test on

October 1

’s goodwill is less than the carrying value of the reporting unit’s goodwill. The Company did

not

recognize any impairment of goodwill during the years ended

December

31,

2017

and

December 31, 2016.

Offering Costs, Policy [Policy Text Block]

Offering Costs

Research and Development Expense, Policy [Policy Text Block]

Research and Development

’s behalf). Costs incurred for research and development are expensed as incurred.

At the end of the reporting period, the Company compares payments made to

third

may

record net prepaid or accrued expenses relating to these costs.

Upfront payments made to

third

parties who perform research and development services on the Company’s behalf are expensed as services are rendered.

Legal Costs, Policy [Policy Text Block]

Patent Costs

Patent costs, including related legal costs, are expensed as incurred and are recorded within general and administrative expenses in the statements of operations.

Income Tax, Policy [Policy Text Block]

Income Taxes

Prior to the Merger, Diffusion LLC was treated as a partnership for federal and state income tax purposes. Diffusion LLC

’s taxable income or loss, as well as certain other tax attributes, were passed through directly to its members and were reported in each member’s individual income tax return.

Upon completion of the Merger as discussed in Note

not

that some portion or all of a deferred tax asset will

not

be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return it files, if such a position is more likely than

not

to be sustained.

December 22, 2017

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

2017

Tax Act"). This legislation makes significant changes in the U.S. tax laws including, but

not

limited to, reducing the corporate tax rate to

21%

starting in

2018.

The

2017

Tax Act required the Company to revalue its deferred tax assets and liabilities to the new rate of

21%.

As a result of the change, the Company recorded a current period tax benefit of

$1.1

million in its consolidated statement of operations and a corresponding reduction in the deferred tax liability on its consolidated balance sheet.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based Compensation

The expected term of stock options was estimated using the “simplified method” for employee options as the Company has

dividend yield because dividends are

not

expected to be paid in the near future, which is consistent with the Company

’s history of

not

paying dividends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The Company

longer estimates forfeitures and accounts for forfeitures in the periods they occur.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

not

have been incurred if the warrants had been converted into common stock.

	Year ended December 31,
	2017			2016
Basic net loss per common share calculation:
Net loss	$	(1,364,518	)	$	(18,036,619	)
Accretion of Series A cumulative preferred dividends		(1,252,394	)		—
Net loss attributable to common stockholders	$	(2,616,912	)	$	(18,036,619	)

Weighted average shares outstanding, basic		12,447,641			10,232,791
Net loss per share of common, basic	$	(0.21	)	$	(1.76	)
Diluted net loss per common share calculation:
Net loss attributable to common stockholders		(2,616,912	)		(18,036,619	)
Change in fair value of warrant liability		(22,072,322	)		—
Diluted net loss		(24,689,234	)		(18,036,619	)
Weighted average common shares outstanding, basic		12,447,641			10,232,791
Common stock equivalents arising from warrants		307,675			—
Common stock equivalents		12,755,316			10,232,791
Net loss per share of common stock, diluted	$	(1.94	)	$	(1.76	)

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

	December 31,
	2017		2016
Convertible debt		214,385		757,909
Common stock warrants		447,721		460,721
Convertible preferred stock		8,306,278		—
Stock options		2,555,989		2,207,409
Unvested restricted stock awards		3,066		9,204
		11,527,439		3,435,243

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

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Loss

The Company has

items of comprehensive income or loss other than net loss.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

July 2017,

the FASB issued ASU

2017

11,

Earnings Per Share (Topic

260

); Distinguishing Liabilities from Equity (Topic

480

); Derivatives and Hedging (Topic

815

The

first

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

second

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

December 15, 2018

May 2017,

the FASB issued ASU

No.

2017

09,

Modification Accounting for Share-Based Payment Arrangements

718.

Specifically, an entity would

not

December 15, 2017

and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The Company does

not

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

March

2016,

the FASB issued ASU

2016

09,

Compensation – Improvements to Employee Share-Based Payment Accounting

December 15, 2016

and interim periods within those years. The Company adopted this standard in

2017

by electing to account for forfeitures in the period that they occur. Under ASU

2016

09,

$1,000

January 1, 2017.

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

)

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

December

15,

2018,

the Company will determine the fair of the operating lease and recognize this amount as a lease asset and corresponding liability on its consolidated balance sheet. The Company does

not

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

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year ended December 31,
	2017			2016
Basic net loss per common share calculation:
Net loss	$	(1,364,518	)	$	(18,036,619	)
Accretion of Series A cumulative preferred dividends		(1,252,394	)		—
Net loss attributable to common stockholders	$	(2,616,912	)	$	(18,036,619	)

Weighted average shares outstanding, basic		12,447,641			10,232,791
Net loss per share of common, basic	$	(0.21	)	$	(1.76	)
Diluted net loss per common share calculation:
Net loss attributable to common stockholders		(2,616,912	)		(18,036,619	)
Change in fair value of warrant liability		(22,072,322	)		—
Diluted net loss		(24,689,234	)		(18,036,619	)
Weighted average common shares outstanding, basic		12,447,641			10,232,791
Common stock equivalents arising from warrants		307,675			—
Common stock equivalents		12,755,316			10,232,791
Net loss per share of common stock, diluted	$	(1.94	)	$	(1.76	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	December 31,
	2017		2016
Convertible debt		214,385		757,909
Common stock warrants		447,721		460,721
Convertible preferred stock		8,306,278		—
Stock options		2,555,989		2,207,409
Unvested restricted stock awards		3,066		9,204
		11,527,439		3,435,243

Note 4 - Acquisition (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Business Combination, Preliminary Purchase Price Consideration [Table Text Block]

Fair value of the Company ’s pre-Merger shares outstanding	$	19,546,000
Estimated fair value of the Company ’s pre-Merger stock options outstanding		1,321,000
Estimated fair value of the Company ’s pre-Merger warrants outstanding		384,000
CVRs – RES-440 product candidate		10,000
Total purchase price	$	21,261,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash and cash equivalents	$	8,500,602
Prepaid expenses and other assets		195,200
Property and equipment		57,531
Intangible assets		9,600,000
Goodwill		6,929,258
Accrued liabilities		(377,432	)
Deferred tax liability		(3,644,159	)
Net assets acquired	$	21,261,000

Business Acquisition, Pro Forma Information [Table Text Block]

	Year ended December 31, 2016
Net revenues	$	—
Net loss	$	(16,471,398	)
Basic and diluted loss per share	$	(1.60	)

Note 5 - Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	December 31,
	2017			2016
Laboratory equipment	$	182,357		$	182,357
Furniture and office equipment		155,113			137,290
Leasehold improvements		430,000			—
Total property and equipment		767,470			319,647
Less: accumulated depreciation		(306,818	)		(239,892	)
Property and equipment, net	$	460,652		$	79,755

Note 7 - Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Other Current Liabilities [Table Text Block]

	December 31,
	2017		2016
Accrued interest payable	$	37,415	$	29,359
Accrued Series A dividends		1,062,314		—
Accrued payroll and payroll related expenses		312,221		399,740
Accrued professional fees		122,711		72,855
Accrued clinical studies expenses		63,350		220,978
Other		30,840		151,332
Total	$	1,628,851	$	874,264

Note 8 - Convertible Debt (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Convertible Debt [Table Text Block]

	December 31,
	2017			2016
2016 convertible notes	$	—		$	1,880,000
Pre-Merger convertible notes		550,000			550,000
		550,000			2,430,000
Less current portion		(550,000	)		(1,880,000	)
Long-term debt, net of current portion	$	—		$	550,000

Note 9 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

	Rental Commitments
2018	$	112,354
2019		114,409
2020		116,464
2021		118,519
2022		39,735
Total	$	501,481

Note 10 - Convertible Preferred Stock and Stockholder's Equity (Tables)	12 Months Ended
	Dec. 31, 2017
Notes Tables
Schedule of Warrants Outstanding to Acquire Shares of Common Stock [Table Text Block]	<div style="display: inline; font-family: times new roman; font-size: 10pt"><table border="0" cellpadding="0" cellspacing="0" style="; text-indent: 0px; font-family: "Times New Roman", Times, serif; font-size: 10pt; min-; min-width: 700px;"> <tr style="vertical-align: bottom;"> <td style="width: 70%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="2" style="width: 1%; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: solid;"> <div style=" margin: 0pt; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Outstanding</div></div></div> </td> <td style="width: 1%; padding-bottom: 1px; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="3" rowspan="1" style="width: 61%; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: solid;"> <div style=" margin: 0pt; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Range of exercise </div></div></div> <div style=" margin: 0pt; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">price per share</div></div></div> </td> <td style="width: 1%; padding-bottom: 1px; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="width: 70%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Common stock warrants issued prior to Merger</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: none;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: none;"> </td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: none;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">447,721</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: none;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 6%; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div><div style=" margin: 0pt; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt;">$20.00</div> </td> <td style="width: 1%; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">-</div></td> <td style="width: 6%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$49.00</div></td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="width: 70%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Common stock warrants issued in Series A</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: solid;"> </td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1px; border-bottom-style: solid;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13,555,887</div></td> <td nowrap="nowrap" style="width: 1%; padding-bottom: 1px; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="3" rowspan="1" style="width: 61%; text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.22</div></div></div></td> <td nowrap="nowrap" style="width: 1%; padding-bottom: 1px; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="width: 70%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 3px; border-bottom-style: double;"> </td> <td style="width: 12%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 3px; border-bottom-style: double;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,003,608</div></td> <td nowrap="nowrap" style="width: 1%; padding-bottom: 3px; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 6%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="width: 1%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="width: 6%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="width: 1%; padding-bottom: 3px; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> </tr> </table></div>

Note 11 - Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Year ended December 31,
	2017		2016
Research and development	$	95,040	$	674,643
General and administrative		1,145,511		716,425
Total stock-based compensation expense	$	1,240,551	$	1,391,068

Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Options			Weighted average exercise price per share		Weighted average remaining contractual life (in years)		Aggregate Intrinsic Value (A)
Balance at January 1, 2016		1,495,615		$	3.92
RestorGenex options outstanding		301,156		$	40.13
Cancelled		(48,190	)	$	61.30
Granted		458,828		$	6.25
Balance at January 1, 2017		2,207,409		$	8.09		7.8	$	94,599
Granted		350,041			2.46
Expired		(1,461	)		15.00
Outstanding at December 31, 2017		2,555,989		$	7.32		7.13	$	4,734
Exercisable at December 31, 2017		1,858,073		$	8.25		6.49	$	4,734
Vested and expected to vest at December 31, 2017		2,555,989		$	7.32		7.13	$	4,734

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2017			2016
Expected term (in years)	5.27	—	6.00	5.76	—	7.48
Risk-free interest rate	1.8%	—	2.4%	1.2%	—	2.0%
Expected volatility	109.8%	—	136.7%	106.8%	—	125.5%
Dividend yield	—			—

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31, 2017			December 31, 2016
Deferred tax assets
Net operating loss carryforwards	$	5,310,628		$	7,547,296
Stock option compensation		2,141,973			2,720,186
Orphan Drug credits		2,537,039			1,218,069
Capitalized start-up costs and other		5,247,469			4,690,843
Valuation allowance		(15,237,109	)		(16,176,394	)
Net deferred tax asset		—

Deferred tax liabilities
Intangible assets		(2,223,678	)		(3,279,363	)
Net deferred tax liability		(2,223,678	)		(3,279,363	)

Summary of Operating Loss Carryforwards [Table Text Block]

Combined NOL Carryforwards:	December 31, 2017
Federal	$	20,629,817
State		20,640,700

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Rate reconciliation:	December 31, 2017			December 31, 2016
Federal tax benefit at statutory rate		(34.0	)%		(34.0	)%
State tax, net of Federal benefit		(16.3	)%		(2.3	)%
Change in fair value of warrant		(126.1	)%		—	%
Change in tax rate		205.5	%		—	%
Litigation settlement charge		—	%		4.6	%
Acquisition costs		—	%		2.8	%
Orphan drug credit		(36.0	)%		(4.4	)%
Change in valuation allowance		(38.8	)%		27.2	%
Stock compensation		1.2	%		4.2	%
Other		1.0	%		(0.1	)%
Total provision		(43.5	)%		(2.0	)%

Note 14 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	December 31, 2017
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	8,896,468	$	—	$	—
Liabilities
Common stock warrant liability	$	—	$	—	$	—

	December 31, 2016
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	1,552,852	$	—	$	—
Liabilities
Common stock warrant liability	$	—	$	—	$	—

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Common Stock Warrant Liability
Balance at December 31, 2016	$	—
Issued in connection with the Series A convertible preferred stock		35,225,846
Change in fair value		(22,072,322	)
Reclassification of Series A warrants to additional paid in capital		(13,153,524	)
Balance at December 31, 2017	$	—

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Stock price	$	1.44
Exercise price	$	2.22
Expected term (in years)		4.38
Risk-free interest rate		1.9	%
Expected volatility		104.1	%
Dividend yield		—

- 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

Note 1 - Organization and Description of Business (Details Textual)	Aug. 17, 2016	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jan. 08, 2016 USD ($) shares
Convertible Notes Payable \| $		$ 550,000	$ 2,430,000
Reverse Stock Split [Member ]
Stockholders' Equity Note, Stock Split, Conversion Ratio	10
Diffusion LLC [Member]
Business Combination, Number of Shares Called by Each Previously Held Unit of Membership Interest \| shares				0.3652658
Convertible Notes Payable \| $				$ 1,100,000
Business Combination, Number of Shares Called by Share Options Assumed \| shares				1,495,615
Diffusion LLC [Member] \| Former Equity Holders of Diffusion LLC [Member]
Percentage of Common Stock Outstanding Owned				84.10%

Note 2 - Liquidity (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Jan. 22, 2018	Dec. 31, 2017	Nov. 01, 2017	Dec. 31, 2016	Jan. 07, 2016
Common Stock, Par or Stated Value Per Share		$ 0.001		$ 0.001
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					478,200
Share Price			$ 1.44
Subsequent Event [Member]
Common Stock, Par or Stated Value Per Share	$ 0.001
Subsequent Event [Member] \| Conversion From Series A Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Issued	20,568,632
Subsequent Event [Member] \| Warrants Issued in Connection with the January 2018 Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.80
Class of Warrant or Right, Term	5 years
Subsequent Event [Member] \| Underwriter Warrants [Member] \| H.C Wainwright & Co., LLC [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Class of Warrant or Right, Term	5 years
Subsequent Event [Member] \| Underwriter Warrants [Member] \| Maximum [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	750,000
Subsequent Event [Member] \| January 2018 Offering [Member]
Stock Issued During Period, Shares, New Issues	15,000,000
Share Price	$ 0.80
Proceeds from Issuance or Sale of Equity	$ 12
Subsequent Event [Member] \| January 2018 Offering [Member] \| Additional Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,970,625

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2017	Aug. 31, 2016
Impairment of Long-Lived Assets to be Disposed of		$ 0	$ 0
Indefinite-Lived Intangible Assets (Excluding Goodwill)		8,639,000	8,639,000
Goodwill, Impairment Loss		$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		34.00%	34.00%
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability		$ (1,100,000)
Accounting Standards Update 2016-09 [Member] \| Additional Paid-in Capital [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption				$ 1,000
Accounting Standards Update 2016-09 [Member] \| AOCI Attributable to Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption				$ (1,000)
Scenario, Forecast [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
RES-440 [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill)					$ 0
Minimum [Member]
Property, Plant and Equipment, Useful Life		2 years
Maximum [Member]
Property, Plant and Equipment, Useful Life		15 years
Fair Value, Inputs, Level 3 [Member] \| Convertible Note, Series B [Member]
Convertible Debt, Fair Value Disclosures		$ 600,000	$ 600,000
Fair Value, Inputs, Level 3 [Member] \| The 2016 Convertible Notes [Member]
Convertible Debt, Fair Value Disclosures			$ 2,000,000

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies - Basic and Diluted Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Basic net loss per common share calculation:
Net loss	$ (1,364,518)	$ (18,036,619)
Accretion of Series A cumulative preferred dividends	(1,252,394)
Net loss attributable to common stockholders	$ (2,616,912)	$ (18,036,619)
Weighted average shares outstanding, basic (in shares)	12,447,641	10,232,791
Net loss per share of common, basic (in dollars per share)	$ (0.21)	$ (1.76)
Diluted net loss per common share calculation:
Net loss attributable to common stockholders	$ (2,616,912)	$ (18,036,619)
Change in fair value of warrant liability	(22,072,322)
Diluted net loss	$ (24,689,234)	$ (18,036,619)
Weighted average shares outstanding, basic (in shares)	12,447,641	10,232,791
Common stock equivalents arising from warrants (in shares)	307,675
Common stock equivalents (in shares)	12,755,316	10,232,791
Net loss per share of common stock, diluted (in dollars per share)	$ (1.94)	$ (1.76)

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies - Outstanding Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Anti-dilutive securities (in shares)	11,527,439	3,435,243
Convertible Debt Securities [Member]
Anti-dilutive securities (in shares)	214,385	757,909
Warrant [Member]
Anti-dilutive securities (in shares)	447,721	460,721
Series A Convertible Preferred Stock [Member]
Anti-dilutive securities (in shares)	8,306,278
Employee Stock Option [Member]
Anti-dilutive securities (in shares)	2,555,989	2,207,409
Restricted Stock [Member]
Anti-dilutive securities (in shares)	3,066	9,204

Note 4 - Acquisition (Details Textual) - USD ($)		12 Months Ended
Note 4 - Acquisition (Details Textual) - USD ($)	Jan. 08, 2016	Dec. 31, 2017	Dec. 31, 2016
Stock Issued During Period, Shares, Issued for Services		17,606	45,643
Stock Issued During Period, Value, Issued for Services		$ 50,000	$ 1,409,363
Share-based Compensation		1,240,551	1,391,068
Executive Officers [Member]
Severance Costs	$ 3,000,000	0
RES-529 [Member]
Intangible Assets, Net (Excluding Goodwill)		8,600,000
RES-440 [Member]
Intangible Assets, Net (Excluding Goodwill)		$ 1,000,000
Diffusion LLC [Member]
Business Combination, Number of Shares Called by Each Previously Held Unit of Membership Interest	0.3652658
Business Combination, Period Following Merger in Which Receipt of Cash for Discontinued Product Assets Would Trigger Contingent Value Right Payements	5 years
Diffusion LLC [Member] \| Employee Stock Option [Member]
Share-based Compensation	$ 2,700,000
Diffusion LLC [Member] \| Financial Adviser [Member]
Stock Issued During Period, Shares, Issued for Services	46,000
Stock Issued During Period, Value, Issued for Services	$ 500,000
Diffusion LLC [Member] \| Success Fee Agreement Costs [Member]
Payments for Other Fees	$ 1,100,000
Diffusion LLC [Member] \| Acquisition-related Costs [Member]
Business Combination, Acquisition Related Costs			$ 1,600,000
Diffusion LLC [Member] \| Former Equity Holders of Diffusion LLC [Member]
Percentage of Common Stock Outstanding Owned	84.10%

Note 4 - Acquisition - Purchase Price Consideration (Details) - RestorGenex [Member] - Diffusion LLC [Member]	Jan. 08, 2016 USD ($)
Fair value of the Company’s pre-Merger shares outstanding	$ 19,546,000
Estimated fair value of the Company’s pre-Merger stock options outstanding	1,321,000
Estimated fair value of the Company’s pre-Merger warrants outstanding	384,000
CVRs – RES-440 product candidate	10,000
Total purchase price	$ 21,261,000

Note 4 - Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Jan. 08, 2016
Goodwill	$ 6,929,258	$ 6,929,258
Diffusion LLC [Member]
Cash and cash equivalents			$ 8,500,602
Prepaid expenses and other assets			195,200
Property and equipment			57,531
Intangible assets			9,600,000
Goodwill			6,929,258
Accrued liabilities			(377,432)
Deferred tax liability			(3,644,159)
Net assets acquired			$ 21,261,000

Note 4 - Acquisition - Pro Forma Financial Information (Details)	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares
Net revenues
Diffusion LLC [Member]
Net loss	$ (16,471,398)
Basic and diluted loss per share (in dollars per share) \| $ / shares	$ (1.60)

Note 5 - Property and Equipment (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Depreciation	$ 67,981	$ 25,342

Note 5 - Property and Equipment - Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 767,470	$ 319,647
Less: accumulated depreciation	(306,818)	(239,892)
Property and equipment, net	460,652	79,755
Laboratory Equipment [Member]
Property and equipment, gross	182,357	182,357
Furniture and Fixtures [Member]
Property and equipment, gross	155,113	137,290
Leasehold Improvements [Member]
Property and equipment, gross	$ 430,000

Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Goodwill		$ 6,929,258	$ 6,929,258
Income Tax Expense (Benefit)		(1,055,685)	(364,796)
Abandonmnet of In-Process Research and Development Intangible Asset [Member]
Income Tax Expense (Benefit)			(400,000)
RES-529 [Member]
Intangible Assets, Gross (Excluding Goodwill)		8,600,000
RES-440 [Member]
Intangible Assets, Gross (Excluding Goodwill)		$ 1,000,000
RES-440 [Member] \| Research and Development Expense [Member]
Impairment of Intangible Assets (Excluding Goodwill)	$ 1,000,000		$ 1,000,000

Note 7 - Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Accrued interest payable	$ 37,415	$ 29,359
Accrued Series A dividends	1,062,314
Accrued payroll and payroll related expenses	312,221	399,740
Accrued professional fees	122,711	72,855
Accrued clinical studies expenses	63,350	220,978
Other	30,840	151,332
Total	$ 1,628,851	$ 874,264

Note 8 - Convertible Debt (Details Textual) - USD ($)		3 Months Ended	12 Months Ended		73 Months Ended
Note 8 - Convertible Debt (Details Textual) - USD ($)	Sep. 27, 2016	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jan. 08, 2016
Interest Expense			$ 100,000	$ 37,000
Interest Payable			37,000	29,000
Litigation Settlement, Expense				2,500,000
Repayments of Convertible Debt			1,880,000
Interest Paid, Net			112,800
Convertible Notes Payable			550,000	2,430,000
Debt Conversion, Original Debt, Amount				700,000
Debt Conversion, Converted Instrument, Related Accrued Interest				16,000
Diffusion LLC [Member]
Convertible Notes Payable						$ 1,100,000
The 2016 Convertible Notes [Member]
Repayments of Convertible Debt		$ 1,900,000
Interest Paid, Net		$ 100,000
Convertible Notes Payable				1,880,000
The 2016 Convertible Notes [Member] \| Settlement Agreement [Member]
Debt Instrument, Face Amount	$ 1,900,000
Debt Instrument, Term	1 year
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Litigation Settlement, Expense	$ 2,500,000
Convertible Notes [Member]
Proceeds from Issuance of Unsecured Debt					$ 22,400,000
Debt Instrument, Interest Rate, Effective Percentage			1.00%
Qualified Financing, Minimum Amount of Gross Proceeds			$ 50,000,000
Convertible Notes Payable			$ 550,000	$ 550,000
Debt Conversion, Converted Instrument, Shares Issued				217,122
Convertible Notes [Member] \| Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage					1.00%
Convertible Notes [Member] \| Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage					1.50%

Note 8 - Convertible Debt - Outstanding Convertible Notes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total principal amount	$ 550,000	$ 2,430,000
Less current portion	(550,000)	(1,880,000)
Long-term debt, net of current portion		550,000
The 2016 Convertible Notes [Member]
Total principal amount		1,880,000
Convertible Notes [Member]
Total principal amount	$ 550,000	$ 550,000

Note 9 - Commitments and Contingencies (Details Textual) - USD ($)		12 Months Ended
	Sep. 27, 2016	Dec. 31, 2017	Dec. 31, 2016
Research and Development Expense		$ 5,088,621	$ 7,252,241
Litigation Settlement, Expense			2,500,000
The 2016 Convertible Notes [Member] \| Settlement Agreement [Member]
Debt Instrument, Face Amount	$ 1,900,000
Debt Instrument, Convertible, Conversion Price	$ 3.50
Litigation Settlement, Expense	$ 2,500,000
Arrangement With Clinical Research Organization [Member]
Research and Development Expense		1,000,000
Prepaid Research and Development Expense		800,000
Charlottesville, Virginia [Member] \| Leasehold Improvements [Member]
Property, Plant and Equipment, Additions		400,000
Charlottesville, Virginia [Member] \| Building [Member]
Operating Leases, Rent Expense, Net		$ 100,000	$ 66,000

Note 9 - Commitments and Contingencies - Total Future Operating Lease Obligations (Details)	Dec. 31, 2017 USD ($)
2018	$ 112,354
2019	114,409
2020	116,464
2021	118,519
2022	39,735
Total	$ 501,481

Note 10 - Convertible Preferred Stock and Stockholder's Equity (Details Textual)				1 Months Ended		10 Months Ended	12 Months Ended
	Jan. 22, 2018 shares	Mar. 31, 2017 $ / shares $ / item shares	Jan. 07, 2016 USD ($) shares	Jan. 31, 2018 shares	Mar. 31, 2017 USD ($) $ / shares $ / item shares	Jan. 07, 2018 USD ($)	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) shares	Mar. 14, 2017 $ / item
Proceeds from Issuance of Convertible Preferred Stock, Net of Offering Costs \| $							$ 22,129,774
Warrant Expense \| $							10,225,846
Dividends \| $							1,252,394
Stock Reclassified Upon Conversion of Preferred Stock \| $							$ 190,080
Make-Whole Provision Conversion Price, Percentage							105.00%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			478,200
Stock Issued During Period, Shares, Total								2,226,698
Stock Issued During Period, Shares, Acquisitions								1,861,503
Stock Issued During Period, Shares, Issued for Services							17,606	45,643
Stock Issued During Period, Shares, Conversion of Convertible Securities								217,122
Fair Value Adjustment of Warrants \| $							$ (22,072,322)
General Financial Advisory Services [Member]
Stock Issued During Period, Shares, Issued for Services								102,430
Diffusion LLC [Member]
Noncash or Part Noncash Divestiture, Amount of Consideration Received \| $			$ 400,000
Maximum [Member]
Convertible Preferred Stock, Conversion Price							2.02
Minimum [Member]
Financing Trigger from Issuance of Common Stock \| $							$ 10,000,000
Convertible Preferred Stock, Make-Whole Provision, Proceeds from Issue of Common Stock \| $							10,000,000
Subsequent Event [Member]
Stock Issued During Period, Shares, Make-whole Adjustment				11,668,421
Conversion From Series A Preferred Stock to Common Stock [Member] \| Subsequent Event [Member]
Conversion of Stock, Shares Issued	20,568,632
Conversion From Series A Preferred Stock to Common Stock Automated Conversion [Member] \| Subsequent Event [Member]
Conversion of Stock, Shares Issued	8,306,278
Conversion From Series A Preferred Stock to Common Stock, Settlement of Accrued Dividends [Member] \| Subsequent Event [Member]
Conversion of Stock, Shares Issued	593,933
Conversion From Series A Preferred Stock to Common Stock, Make-Whole Adjustment [Member] \| Subsequent Event [Member]
Conversion of Stock, Shares Issued	11,668,421
Warrant [Member]
Warrant Expense \| $							$ 10,200,000
Class of Warrant or Rights, Expired							13,000	17,479
Private Placement [Member]
Convertible Preferred Stock, Votes Per Share \| $ / item		0.50627			0.50627				0.84874
Private Placement [Member] \| Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1			1
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares		$ 2.22			$ 2.22
Class of Warrant or Right, Term		5 years
Warrant Expense \| $							$ 10,200,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized							13,750,000
Proceeds from Issuance of Private Placement \| $							$ 0
Dividends \| $							$ 1,252,394
Stock Reclassified Upon Conversion of Preferred Stock, Shares							86,335
Stock Reclassified Upon Conversion of Preferred Stock \| $							$ 1,100,000
Conversion of Stock, Shares Converted							4,070,051
Fair Value Adjustment of Warrants \| $							$ 22,100,000
Series A Preferred Stock [Member] \| Maximum [Member]
Convertible Preferred Stock, Make-Whole Provision, Minimum Share Price \| $ / shares							$ 8
Series A Preferred Stock [Member] \| Conversion From Series A Preferred Stock to Common Stock [Member]
Dividends \| $							$ 200,000
Series A Preferred Stock [Member] \| Private Placement [Member]
Proceeds from Issuance of Private Placement \| $					$ 25,000,000
Number of Convertible Preferred Stock Per Unit		1
Preferred Stock, Dividend Rate, Percentage		8.00%
Number of Common Stock Per Unit		1
Convertible Preferred Stock, Conversion Price		2.02			2.02
Temporary Equity, Stock Issued During Period, New Issues					12,376,329
Proceeds from Issuance of Convertible Preferred Stock, Net of Offering Costs \| $					$ 22,100,000
Payments of Stock Issuance Costs \| $						$ 2,900,000
Dividends \| $							$ 1,300,000
Series B Preferred Stock [Member] \| Private Placement [Member] \| Placement Agent [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares		$ 2.22			$ 2.22
Class of Warrant or Right, Term		5 years
Class of Warrant or Right, Granted During Period					1,179,558
Series A Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Preferred Stock, Dividend Rate, Percentage	8.00%

Note 10 - Convertible Preferred Stock and Stockholder's Equity - Warrants Outstanding to Acquire Shares of Its Common Stock (Details)	Dec. 31, 2017 $ / shares shares
Common stock warrants, outstanding (in shares) \| shares	14,003,608
Convertible Preferred Stock Issued Prior to Merger [Member]
Common stock warrants, outstanding (in shares) \| shares	447,721
Convertible Preferred Stock Issued Prior to Merger [Member] \| Minimum [Member]
Range of exercise price (in dollars per share) \| $ / shares	$ 20
Convertible Preferred Stock Issued Prior to Merger [Member] \| Maximum [Member]
Range of exercise price (in dollars per share) \| $ / shares	$ 49
Series A Convertible Preferred Stock [Member]
Common stock warrants, outstanding (in shares) \| shares	13,555,887
Range of exercise price (in dollars per share) \| $ / shares	$ 2.22

Note 11 - Stock-based Compensation (Details Textual) - USD ($)			1 Months Ended	12 Months Ended
	Jan. 01, 2018	Jul. 21, 2016	Aug. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				350,041	458,828
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value				$ 1,100,000	$ 600,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options				$ 2,600,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				5 years 135 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 2.10	$ 5.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				0	0	0
Employee Stock Option [Member] \| Board of Directors Chairman [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			204,907
Employee Stock Option [Member] \| Vest Monthly [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years
Employee Stock Option [Member] \| Vest Quarterly [Member] \| Board of Directors Chairman [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			10 years
Non-employee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				9,394
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value				$ 90,000	$ 800,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options				$ 14,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares				14,080
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				1 year 182 days
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number				3,066
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period				6,132
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value				$ 12,000	$ 12,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 1.97
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options				$ 6,000
Restricted Stock [Member] \| Maximum [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				1 year
Restorgenex Corporation 2015 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant				104,291
Percentage of Total Shares Eligible for Plan Reserve, On an Annual Basis		4.00%
Restorgenex Corporation 2015 Equity Incentive Plan [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	580,785

Note 11 - Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock-based compensation expense	$ 1,240,551	$ 1,391,068
Research and Development Expense [Member]
Stock-based compensation expense	95,040	674,643
General and Administrative Expense [Member]
Stock-based compensation expense	$ 1,145,511	$ 716,425

Note 11 - Stock-based Compensation - Stock Option Activity (Details) - USD ($)

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Options outstanding, number (in shares)

2,207,409

1,495,615

Options outstanding, weighted-average exercise price (in dollars per share)

$ 8.09

$ 3.92

RestorGenex options outstanding (in shares)

301,156

RestorGenex options outstanding, weighted-average exercise price (in dollars per share)

$ 40.13

Cancelled (in shares)

(48,190)

Cancelled, weighted-average exercise price (in dollars per share)

$ 61.30

Granted (in shares)

350,041

458,828

Granted, weighted-average exercise price (in dollars per share)

$ 2.46

$ 6.25

Options outstanding, weighted-average remaining contractual life (Year)

7 years 47 days

7 years 292 days

Options outstanding, aggregate intrinsic value

^[1]

$ 4,734

$ 94,599

Expired (in shares)

(1,461)

Expired, weighted-average exercise price (in dollars per share)

$ 15

Options outstanding, number (in shares)

2,555,989

2,207,409

Options outstanding, weighted-average exercise price (in dollars per share)

$ 7.32

$ 8.09

Exercisable (in shares)

1,858,073

Exercisable, weighted-average exercise price (in dollars per share)

$ 8.25

Exercisable, weighted-average remaining contractual life (Year)

6 years 178 days

Exercisable, aggregate intrinsic value

^[1]

$ 4,734

Vested and expected to vest (in shares)

2,555,989

Vested and expected to vest, weighted-average exercise price (in dollars per share)

$ 7.32

Vested and expected to vest, weighted-average remaining contractual life (Year)

7 years 47 days

Vested and expected to vest, aggregate intrinsic value

^[1]

$ 4,734

[1]	The difference, if positive, between the stock option's exercise price and the closing price of the Company's common stock at December 31, 2017.

Note 11 - Stock-based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Expected term (Year)
Dividend yield
Minimum [Member]
Expected term (Year)		5 years 277 days
Risk-free interest rate	1.80%	1.20%
Expected volatility	109.80%	106.80%
Maximum [Member]
Expected term (Year)		7 years 175 days
Risk-free interest rate	2.40%	2.00%
Expected volatility	136.70%	125.50%

Note 12 - Defined Contribution Retirement Plan (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	90.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	4.00%
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 49,000	$ 28,000

Note 13 - Income Taxes (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
Note 13 - Income Taxes (Details Textual) - USD ($)	Aug. 31, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			34.00%	34.00%
Deferred Tax Liabilities, Net			$ 2,223,678	$ 3,279,363
Income Tax Expense (Benefit)			(1,055,685)	(364,796)
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability			(1,100,000)
Unrecognized Tax Benefits			$ 0	0
Abandonmnet of In-Process Research and Development Intangible Asset [Member]
Income Tax Expense (Benefit)				(400,000)
In Process Research and Development Costs (IPR&D) [Member]
Deferred Tax Liabilities, Net				3,600,000
RES-440 [Member] \| Research and Development Expense [Member]
Impairment of Intangible Assets (Excluding Goodwill)	$ 1,000,000			$ 1,000,000
Scenario, Forecast [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		21.00%

Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Net operating loss carryforwards	$ 5,310,628	$ 7,547,296
Stock option compensation	2,141,973	2,720,186
Orphan Drug credits	2,537,039	1,218,069
Capitalized start-up costs and other	5,247,469	4,690,843
Valuation allowance	(15,237,109)	(16,176,394)
Net deferred tax asset
Intangible assets	(2,223,678)	(3,279,363)
Net deferred tax liability	$ (2,223,678)	$ (3,279,363)

Note 13 - Income Taxes - Operating Loss Carryforwards (Details)	Dec. 31, 2017 USD ($)
Domestic Tax Authority [Member]
Operating loss carryforwards	$ 20,629,817
State and Local Jurisdiction [Member]
Operating loss carryforwards	$ 20,640,700

Note 13 - Income Taxes - Reconciliation of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Federal tax benefit at statutory rate	(34.00%)	(34.00%)
State tax, net of Federal benefit	(16.30%)	(2.30%)
Change in fair value of warrant	(126.10%)
Change in tax rate	205.50%
Litigation settlement charge		4.60%
Acquisition costs		2.80%
Orphan drug credit	(36.00%)	(4.40%)
Change in valuation allowance	(38.80%)	27.20%
Stock compensation	1.20%	4.20%
Other	1.00%	(0.10%)
Total provision	(43.50%)	(2.00%)

Note 14 - Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	$ 8,896,468	$ 1,552,852
Liabilities
Common stock warrant liability
Fair Value, Inputs, Level 2 [Member]
Assets
Cash and cash equivalents
Liabilities
Common stock warrant liability
Fair Value, Inputs, Level 3 [Member]
Assets
Cash and cash equivalents
Liabilities
Common stock warrant liability

Note 14 - Fair Value Measurements - Reconciliation of Common Stock Warrant Liability (Details) - Contingent Consideration [Member]	12 Months Ended
	Dec. 31, 2017 USD ($)
Balance
Issued in connection with the Series A convertible preferred stock	35,225,846
Change in fair value	(22,072,322)
Reclassification of Series A warrants to additional paid in capital	(13,153,524)
Balance

Note 14 - Fair Value Measurements - Black-Scholes Model and Assumptions (Details)	10 Months Ended
	Nov. 01, 2017 $ / shares
Stock price (in dollars per share)	$ 1.44
Exercise price (in dollars per share)	$ 2.22
Expected term (Year)	4 years 138 days
Risk-free interest rate	1.90%
Expected volatility	104.10%
Dividend yield (in dollars per share)

Note 16 - Subsequent Event (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Jan. 22, 2018	Dec. 31, 2017	Nov. 01, 2017	Dec. 31, 2016	Jan. 07, 2016
Common Stock, Par or Stated Value Per Share		$ 0.001		$ 0.001
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					478,200
Share Price			$ 1.44
Subsequent Event [Member]
Common Stock, Par or Stated Value Per Share	$ 0.001
Subsequent Event [Member] \| Conversion From Series A Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Issued	20,568,632
Subsequent Event [Member] \| Warrants Issued in Connection with the January 2018 Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.80
Class of Warrant or Right, Term	5 years
Subsequent Event [Member] \| Underwriter Warrants [Member] \| H.C Wainwright & Co., LLC [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Class of Warrant or Right, Term	5 years
Subsequent Event [Member] \| Underwriter Warrants [Member] \| Maximum [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	750,000
Subsequent Event [Member] \| January 2018 Offering [Member]
Stock Issued During Period, Shares, New Issues	15,000,000
Share Price	$ 0.80
Proceeds from Issuance or Sale of Equity	$ 12
Subsequent Event [Member] \| January 2018 Offering [Member] \| Additional Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,970,625