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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	May 11, 2018
Document And Entity Information
Entity Registrant Name	ATOSSA GENETICS INC
Entity Central Index Key	0001488039
Document Type	10-Q
Trading Symbol	ATOS
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,651,952
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 4,779,519	$ 7,217,469
Restricted cash	55,000	55,000
Prepaid expenses	495,667	250,944
Research and development tax rebate receivable	395,872	358,277
Other current assets	9,316	16,344
Total current assets	5,735,374	7,898,034
Furniture and equipment, net	59,810	11,467
Intangible assets, net	70,547	75,686
Other assets	114,571	178,907
Total assets	5,980,302	8,164,094
Current liabilities
Accounts payable	168,347	334,901
Accrued expenses	172,613	90,105
Payroll liabilities	356,427	784,867
Other current liabilities	23,323	15,534
Total current liabilities	720,710	1,225,407
Commitments and contingencies (note 11)
Stockholders' equity
Preferred stock - $.001 par value; 10,000,000 shares authorized, no shares issued or outstanding
Common stock - $.18 par value; 75,000,000 shares authorized, 2,651,952 shares issued and outstanding	477,342	477,342
Additional paid-in capital	72,082,961	71,887,674
Accumulated deficit	(67,300,711)	(65,426,329)
Total stockholders' equity	5,259,592	6,938,687
Total liabilities and stockholders' equity	$ 5,980,302	$ 8,164,094

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.18	$ 0.18
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	2,651,952	2,651,952
Common stock, outstanding	2,651,952	2,651,952

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating expenses:
Research and development	$ 470,976	$ 544,302
General and administrative	1,403,465	1,159,289
Total operating expenses	1,874,441	1,703,591
Operating loss	(1,874,441)	(1,703,591)
Other income, net	59	37
Loss before income taxes	(1,874,382)	(1,703,554)
Income taxes
Net loss	$ (1,874,382)	$ (1,703,554)
Loss per common share - basic and diluted (in dollars per share)	$ (0.71)	$ (5.40)
Weighted average shares outstanding, basic and diluted (in shares)	2,651,952	315,576

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,874,382)	$ (1,703,554)	$ (8,100,000)
Compensation cost for stock options granted	215,139	154,707
Loss on disposal of asset		17,695
Depreciation and amortization	7,864	40,087
Changes in operating assets and liabilities:
Prepaid expenses	(244,723)	(123,230)
Research and development tax rebate receivable	(37,595)
Other assets	51,512	25,834
Accounts payable	(166,554)	132,557
Payroll liabilities	(428,440)	(439,010)
Accrued expenses	82,508	17,646
Other current liabilities	7,789	16,317
Net cash used in operating activities	(2,386,882)	(1,860,951)	(6,600,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment	(51,068)
Net cash used in investing activities	(51,068)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(2,437,950)	(1,860,951)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE	7,272,469	3,082,962	3,082,962
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	4,834,519	1,222,011	$ 7,272,469
NONCASH INVESTING AND FINANCING ACTIVITIES
Amortization of commitment shares	$ 19,852	$ 19,852

NATURE OF OPERATIONS

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1: NATURE OF OPERATIONS

Atossa Genetics Inc. (the “Company”) was incorporated on April 30, 2009 in the State of Delaware. The Company was formed to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company’s fiscal year ends on December 31. The Company is focused on development of its pharmaceutical and drug delivery programs.

GOING CONCERN

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2: GOING CONCERN

The Company’s consolidated financial statements are prepared using Generally Accepted Accounting Principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the three months March 31, 2018 and the year ended December 31, 2017, the Company recorded a net loss of approximately $1.9 million and $8.1 million, respectively and used approximately $2.4 million and $6.6 million of cash in operating activities, respectively. As of March 31, 2018 and December 31, 2017 the Company had approximately $4.8 million and $7.2 million, respectively in cash and cash equivalents and working capital of approximately $5.0 million and $6.7 million, respectively. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such capital will be obtained on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern.

Management’s plan to continue as a going concern includes obtaining additional capital resources. Management’s plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities, potential exercise of outstanding warrants, and short-term borrowings from banks, stockholders or other related parties, if needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

As of the date of filing this report, without giving effect to the rights offering described in “Liquidity and Capital Resources” included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we expect that our existing resources will be sufficient to fund our planned operations for the next five to eight months; however, additional capital resources will be needed to fund operations longer-term.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and eventually to secure other sources of financing and attain profitable operations.

SUMMARY OF ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF ACCOUNTING POLICIES

NOTE 3: SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation:

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Subsequent to the balance sheet date, on April 20, 2018, the Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share. No fractional shares were issued because of the Reverse Stock Split and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up. As a result of the Reverse Stock Split, fractional shares totaling approximately 57 were rounded up and issued to stockholders. The number of authorized shares of common stock was not reduced as a result of the Reverse Stock Split. The Company’s common stock began trading on a reverse stock split-adjusted basis on April 20, 2018. All share and per share data included in this report has been retroactively restated to reflect the Reverse Stock Split.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements:

In February 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Lease Accounting Topic 842. This ASU requires a lessee to recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. The new standard applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset for the lease term and a liability to make lease payments. The lease term is the non-cancellable period of the lease, and includes both periods covered by an option to extend the lease, if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease, if the lessee is reasonably certain not to exercise that termination option. For leases with a lease term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. A lessee making this accounting policy election would recognize lease expense over the term of the lease, generally in a straight-line pattern. The lessor accounting remains largely consistent with existing GAAP. The new standard takes effect in 2019 for public business entities. The Company has not adopted the provisions of ASU No. 2016-02 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The Company adopted the provisions of ASU No. 2016-18 on January 1, 2018. Upon adoption, we included $55,000 of restricted cash on the statement of cash flows for the three months ended March 31, 2018 and 2017. The restricted cash represents a required deposit for the Company credit card and is restricted until the Company no longer has the credit card or the limit changes on the credit card.

In July 2017, the FASB issued ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this ASU addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of future equity offerings. Current accounting guidance requires financial instruments with down round features to be accounted for at fair value. Part II of the Update applies only to nonpublic companies and is therefore not applicable to the Company. The amendments in Part I of the Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. This Update is effective for public entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company has not yet determined when it will adopt the provisions of this Update and has not yet determined the impact on its consolidated financial statements upon adoption.

PREPAID EXPENSES

3 Months Ended

Mar. 31, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses

NOTE 4: PREPAID EXPENSES

Prepaid expenses consisted of the following:

	March 31, 2018		December 31, 2017
Prepaid insurance	$	136,670	$	125,056
Retainer and security deposits		16,718		14,218
Professional services		168,181		97,788
Prepaid research and development		125,797
Financial exchange fees		41,250
Other		7,051		13,882
Total prepaid expenses	$	495,667	$	250,944

RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE

3 Months Ended

Mar. 31, 2018

Research And Development Tax Rebate Receivable

RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE

NOTE 5: RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE

On May 23, 2017 Atossa formed a wholly-owned subsidiary in Australia called Atossa Genetics AUS Pty Ltd. The purpose of this subsidiary is to perform research and development activities (“R&D”) including our Phase 1 and Phase 2 endoxifen clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. For the three months ended March 31, 2018, the Company incurred qualified R&D expenses of approximately $86,000 resulting in an increase to the R&D rebate receivable of approximately $38,000 from the December 31, 2017 balance, and a corresponding offset to R&D expenses in the same amount. At March 31, 2018, we had a total R&D rebate receivable of approximately $396,000.

PAYROLL LIABILITIES

3 Months Ended

Mar. 31, 2018

Payables and Accruals [Abstract]

PAYROLL LIABILITIES

NOTE 6: PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	March 31, 2018		December 31, 2017
Accrued bonus payable	$	143,556	$	566,000
Accrued vacation		142,922		147,861
Accrued payroll liabilities		69,949		71,006
Total payroll liabilities	$	356,427	$	784,867

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7: STOCKHOLDERS’ EQUITY

As of the date of this filing, the Company is authorized to issue a total of 185,000,000 shares of stock consisting of 175,000,000 shares of common stock, par value $0.18 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share (Note13). The Company has designated 750,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, and 4,000 shares of Series A convertible preferred stock, par value $0.001 per share through the filings of certificates of designation with the Delaware Secretary of State, none of which are issued and outstanding as of March 31, 2018.

On May 19, 2014, the Company adopted a stockholder rights agreement which provides that all stockholders of record on May 26, 2014 received a non-taxable distribution of one preferred stock purchase right for each share of the Company’s common stock held by such stockholder. Each right is attached to and trades with the associated share of common stock. The rights will become exercisable only if one of the following occurs: (1) a person becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the Company’s common stock (or, in the case of a person who beneficially owned 15% or more of the Company’s common stock on the date the stockholder rights agreement was executed, by acquiring beneficial ownership of additional shares representing 2.0% of the Company’s common stock then outstanding (excluding compensatory arrangements)), or (2) a person commences a tender offer that, if consummated, would result in such person becoming an Acquiring Person. If a person becomes an Acquiring Person, each right will entitle the holder, other than the Acquiring Person and certain related parties, to purchase a number of shares of the Company’s common stock with a market value that equals twice the exercise price of the right. The initial exercise price of each right is $15.00, so each holder (other than the Acquiring Person and certain related parties) exercising a right would be entitled to receive $30.00 worth of the Company’s common stock. If the Company is acquired in a merger or similar business combination transaction at any time after a person has become an Acquiring Person, each holder of a right (other than the Acquiring Person and certain related parties) will be entitled to purchase a similar amount of stock of the acquiring entity.

Outstanding Warrants

As of March 31, 2018, warrants to purchase 914,777 shares of common stock were outstanding including:

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration Date

2011 private placement		23,623	$	225 - 288.00	May 8, 2018
2014 public offering		6,483		540.00	January 29, 2019
Placement agent fees for Company’s offerings		1,331		381.60 – 1,044.00	May - November, 2018
2017 Warrant A private placement		441,670		3.78	August 22, 2018
2017 Warrant B private placement		441,670		3.78	December 22, 2018
		914,777

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NOTE 8: NET LOSS PER SHARE

The Company accounts for and discloses net income (loss) per common share in accordance with ASC Topic 260, Earnings Per Share. Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of potential future exercises of outstanding stock options and common stock warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented they have been excluded from the calculation.

The following table summarizes the Company’s calculation of net loss per common share:


	Three Months Ended March 31,
	2018			2017
Net loss per share
Numerator
Net loss attributable to common shareholders	$	(1,874,382	)	$	(1,703,554	)
Denominator
Weighted average common shares outstanding		2,651,952			315,576
Basic and diluted net loss per share	$	(0.71	)	$	(5.40	)

The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three months ended March 31, 2018 and 2017 because the effect of them would be anti-dilutive:

	Three Months Ended March 31,
	2018		2017
Options to purchase common stock		173,677		30,140
Warrants to purchase common stock		914,820		33,519
Total		1,088,497		63,659

For the three months ended March 31, 2018 and 2017, the average price of our common stock was less than the exercise price of the vested stock options and exercisable warrants.

INCOME TAXES

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 9: INCOME TAXES

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of March 31, 2018 and December 31, 2017 due to the Company’s continuing operating losses.

CONCENTRATION OF CREDIT RISK

3 Months Ended

Mar. 31, 2018

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

NOTE 10: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2018 and December 31, 2017, the Company had $4,529,519 and $6,967,469 in excess of the FDIC insured limit, respectively.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company has a commitment under an operating lease to pay future minimum lease payments of $12,325, all of which is due in the year ending December 31, 2018.

Litigation and Contingencies

On October 10, 2013, a putative securities class action complaint, captioned Cook v. Atossa Genetics, Inc., et al., No. 2:13-cv-01836-RSM, was filed in the United States District Court for the Western District of Washington against us, certain of our directors and officers and the underwriters of our November 2012 initial public offering. The complaint alleged that all defendants violated Sections 11 and 12(a)(2), and that we and certain of our directors and officers violated Section 15, of the Securities Act by making material false and misleading statements and omissions in the offering’s registration statement, and that we and certain of our directors and officers violated Sections 10(b) and 20A of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions in the registration statement and in certain of our subsequent press releases and SEC filings with respect to our NAF specimen collection process, our ForeCYTE Breast Health Test and our MASCT device. The complaint sought, on behalf of persons who purchased our common stock between November 8, 2012 and October 4, 2013, inclusive, damages of an unspecific amount.

On March 23, 2018, the parties filed a stipulation of settlement with the court to settle the matter for $3.5 million, completely funded by defendants’ insurers, subject to the Court’s approval. On April 13, 2018, the court entered an order preliminarily approving the settlement. A final approval hearing is set for July 20, 2018. We do not believe the ultimate resolution of this matter will have a material effect on our financial position, results of operations or cash flows.

We are subject to other legal proceedings and claims that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

STOCK BASED COMPENSATION

3 Months Ended

Mar. 31, 2018

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

STOCK BASED COMPENSATION

NOTE 12: STOCK BASED COMPENSATION

Stock Options and Incentive Plan

On September 28, 2010, the Board of Directors approved the adoption of the 2010 Stock Option and Incentive Plan the (“2010 Plan”) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive options may be granted under the 2010 Plan until September 2020. No other awards may be granted under the 2010 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 5,556 shares were initially reserved for issuance in connection with awards granted under the 2010 Plan and on May 18, 2016, an additional 11,111 shares were reserved for issuance under the 2010 Plan. On May 9, 2017, the stockholders approved an additional 125,000 shares for issuance under the 2010 Plan.

The following table presents the automatic additions to the 2010 Plan since inception pursuant to the “evergreen” terms of the 2010 Plan:

January 1,	Number of shares
2012		2,502
2013		2,871
2014		4,128
2015		5,463
2016		18,368
2017		12,623
2018		106,076
Total additional shares		152,031

The Company granted 1,667 options to purchase shares of common stock during the three months ended March 31, 2018. No options were exercised during the three months ended March 31, 2018. There are 112,780 shares available for grant under the 2010 Plan as of March 31, 2018.

Options issued and outstanding as of March 31, 2018 and their activities during the three months then ended are as follows:

	Number of Underlying Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Contractual Life Remaining in Years		Aggregate Intrinsic Value
Outstanding as of January 1, 2018		172,474	$	49.22			$
Granted		1,667		5.04
Forfeited
Expired
Outstanding as of March 31, 2018		174,141		48.10		8.805	$	520
Exercisable as of March 31, 2018		66,453		112.18		8.304	$	0
Vested and expected to vest		174,141	$	48.10		8.805	$	520

At March 31, 2018, there were 107,688 unvested options outstanding and the related unrecognized total compensation cost associated with these options was approximately $768,234. This expense is expected to be recognized over a weighted-average period of 2.0 years.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13: SUBSEQUENT EVENTS

On April 20, 2018 an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”) became effective to effectuate a reverse split of Atossa’s common stock and to increase the authorized shares of common stock by 100 million to 175 million. The Amended Certificate provides that each 12 shares of outstanding common stock will be reconstituted into one share of common stock with a proportional increase in the par value of the common stock. Any resulting fractional shares were rounded up to the nearest whole share. All share and per share data included in this report has been retroactively restated to reflect the Reverse Stock Split.

On April 12, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved an increase to authorized shares under Atossa Genetics 2010 Stock Option and Incentive Plan by 500,000 shares.

SUMMARY OF ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF ACCOUNTING POLICIES (Policies)	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Subsequent to the balance sheet date, on April 20, 2018, the Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share. No fractional shares were issued because of the Reverse Stock Split and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up. As a result of the Reverse Stock Split, fractional shares totaling approximately 57 were rounded up and issued to stockholders. The number of authorized shares of common stock was not reduced as a result of the Reverse Stock Split. The Company’s common stock began trading on a reverse stock split-adjusted basis on April 20, 2018. All share and per share data included in this report has been retroactively restated to reflect the Reverse Stock Split.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements: In February 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Lease Accounting Topic 842. This ASU requires a lessee to recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. The new standard applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset for the lease term and a liability to make lease payments. The lease term is the non-cancellable period of the lease, and includes both periods covered by an option to extend the lease, if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease, if the lessee is reasonably certain not to exercise that termination option. For leases with a lease term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. A lessee making this accounting policy election would recognize lease expense over the term of the lease, generally in a straight-line pattern. The lessor accounting remains largely consistent with existing GAAP. The new standard takes effect in 2019 for public business entities. The Company has not adopted the provisions of ASU No. 2016-02 and is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The Company adopted the provisions of ASU No. 2016-18 on January 1, 2018. Upon adoption, we included $55,000 of restricted cash on the statement of cash flows for the three months ended March 31, 2018 and 2017. The restricted cash represents a required deposit for the Company credit card and is restricted until the Company no longer has the credit card or the limit changes on the credit card. In July 2017, the FASB issued ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this ASU addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of future equity offerings. Current accounting guidance requires financial instruments with down round features to be accounted for at fair value. Part II of the Update applies only to nonpublic companies and is therefore not applicable to the Company. The amendments in Part I of the Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. This Update is effective for public entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company has not yet determined when it will adopt the provisions of this Update and has not yet determined the impact on its consolidated financial statements upon adoption.

PREPAID EXPENSES (Tables)

3 Months Ended

Mar. 31, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of prepaid expenses

Prepaid expenses consisted of the following:

	March 31, 2018		December 31, 2017
Prepaid insurance	$	136,670	$	125,056
Retainer and security deposits		16,718		14,218
Professional services		168,181		97,788
Prepaid research and development		125,797
Financial exchange fees		41,250
Other		7,051		13,882
Total prepaid expenses	$	495,667	$	250,944

PAYROLL LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2018

Payables and Accruals [Abstract]

Schedule of payroll liabilities

Payroll liabilities consisted of the following:

	March 31, 2018		December 31, 2017
Accrued bonus payable	$	143,556	$	566,000
Accrued vacation		142,922		147,861
Accrued payroll liabilities		69,949		71,006
Total payroll liabilities	$	356,427	$	784,867

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Schedule of warrants

As of March 31, 2018, warrants to purchase 914,777 shares of common stock were outstanding including:

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration Date

2011 private placement		23,623	$	225 - 288.00	May 8, 2018
2014 public offering		6,483		540.00	January 29, 2019
Placement agent fees for Company’s offerings		1,331		381.60 – 1,044.00	May - November, 2018
2017 Warrant A private placement		441,670		3.78	August 22, 2018
2017 Warrant B private placement		441,670		3.78	December 22, 2018
		914,777

- 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

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of earning per share

The following table summarizes the Company’s calculation of net loss per common share:

	Three Months Ended March 31,
	2018			2017
Net loss per share
Numerator
Net loss attributable to common shareholders	$	(1,874,382	)	$	(1,703,554	)
Denominator
Weighted average common shares outstanding		2,651,952			315,576
Basic and diluted net loss per share	$	(0.71	)	$	(5.40	)

Schedule of antidilutive securities

	Three Months Ended March 31,
	2018		2017
Options to purchase common stock		173,677		30,140
Warrants to purchase common stock		914,820		33,519
Total		1,088,497		63,659

STOCK BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of automatic additions to the 2010 Plan

The following table presents the automatic additions to the 2010 Plan since inception pursuant to the “evergreen” terms of the 2010 Plan:

January 1,	Number of shares
2012		2,502
2013		2,871
2014		4,128
2015		5,463
2016		18,368
2017		12,623
2018		106,076
Total additional shares		152,031

Schedule of stock options

Options issued and outstanding as of March 31, 2018 and their activities during the three months then ended are as follows:

	Number of Underlying Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Contractual Life Remaining in Years		Aggregate Intrinsic Value
Outstanding as of January 1, 2018		172,474	$	49.22			$
Granted		1,667		5.04
Forfeited
Expired
Outstanding as of March 31, 2018		174,141		48.10		8.805	$	520
Exercisable as of March 31, 2018		66,453		112.18		8.304	$	0
Vested and expected to vest		174,141	$	48.10		8.805	$	520

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (1,874,382)	$ (1,703,554)	$ (8,100,000)
Cash and cash equivalents	4,779,519		7,217,469
Working capital	5,000,000		6,700,000
Net cash provided by (used in) operating activities	$ (2,386,882)	$ (1,860,951)	$ (6,600,000)

SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)	Aug. 20, 2018	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock, par or stated value (in dollars per share)			$ 0.18	$ 0.18
Common stock, outstanding			2,651,952	2,651,952
Restricted cash			$ 55,000	$ 55,000
Subsequent Event [Member]
Restricted cash		$ 55,000
Reverse Stock Split [Member] \| Subsequent Event [Member]
Description of reverse stock split	<p><font style="font: 10pt Times New Roman, Times, Serif">The Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share.</font></p>

PREPAID EXPENSES (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 136,670	$ 125,056
Retainer and security deposits	16,718	14,218
Professional services	168,181	97,788
Prepaid research and development	125,797
Financial exchange fees	41,250
Other	7,051	13,882
Total prepaid expenses	$ 495,667	$ 250,944

RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Research and development expense	$ 470,976	$ 544,302
Research and development tax rebate receivable	$ 37,595
Atossa Genetics AUS Pty Ltd [Member]
Description of research and development cash rebate offer	<p><font style="font: 10pt Times New Roman, Times, Serif">Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country.</font></p>
Research and development expense	$ 86,000
Research and development tax rebate receivable	$ 396,000		$ 38,000

FURNITURE AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
FURNITURE AND EQUIPMENT (Details Narrative) - USD ($)	Mar. 31, 2018	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2,725	$ 9,662

PAYROLL LIABILITIES (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued bonus payable	$ 143,556	$ 566,000
Accrued vacation	142,922	147,861
Accrued payroll liabilities	69,949	71,006
Total payroll liabilities	$ 356,427	$ 784,867

STOCKHOLDERS' EQUITY (Details)	3 Months Ended
STOCKHOLDERS' EQUITY (Details)	Mar. 31, 2018 $ / shares shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	914,777
Class of Warrant or Right, Exercise Price of Warrants or Rights
2011 Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	23,623
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	May 08, 2018
2011 Private Placement [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 225
2011 Private Placement [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 288.00
2014 Public Offering [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	6,483
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 540.00
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Jan. 29, 2019
Placement Agent Fee [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	1,331
Placement Agent Fee [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 381.60
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	May 31, 2018
Placement Agent Fee [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1,044
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Nov. 30, 2018
2017 Warrant A Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	441,670
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 3.78
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Aug. 22, 2018
2017 Warrant B Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding \| shares	441,670
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 3.78
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Dec. 22, 2018

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	Mar. 31, 2018	Dec. 31, 2017	May 19, 2014
Number of total shares authorized (in shares)	185,000,000
Common stock, authorized (in shares)	75,000,000	75,000,000
Common stock, par or stated value (in dollars per share)	$ 0.18	$ 0.18
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, par or stated value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Initial exercise price (in dollars per share)
Series A Preferred Stock [Member]
Preferred stock, authorized (in shares)	750,000
Preferred stock, par or stated value (in dollars per share)	$ 0.001
Preferred stock, issued (in shares)	0
Preferred stock, outstanding (in shares)	0
Series A Convertible Preferred Stock Convertible [Member]
Preferred stock, authorized (in shares)	4,000
Preferred stock, par or stated value (in dollars per share)	$ 0.001
Preferred stock, issued (in shares)	0
Preferred stock, outstanding (in shares)	0
Beneficial Owner [Member]
Ownership percentage (in percent)			15.00%
Percentage of common stock outstanding (in percent)			2.00%
Entitled to receive worth of common stock (in dollars per share)			$ 30.00
Initial exercise price (in dollars per share)			$ 15.00

NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended		12 Months Ended
NET LOSS PER SHARE (Details) - USD ($)	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Numerator
Net loss attributable to common shareholders	$ (1,874,382)	$ (1,703,554)	$ (8,100,000)
Denominator
Weighted average common shares outstanding	2,651,952	315,576
Basic and diluted net loss per share	$ (0.71)	$ (5.40)

NET LOSS PER SHARE (Details 1) - shares	3 Months Ended
NET LOSS PER SHARE (Details 1) - shares	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	1,088,497	63,659
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	173,677	30,140
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	914,820	33,519

CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Risks and Uncertainties [Abstract]
Cash, FDIC insured amount	$ 250,000
Cash, uninsured amount	$ 4,529,519	$ 6,967,469

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 23, 2018	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Operating lease to pay in 2018 future minimum lease payments		$ 12,325
Amount paid claim settlement	$ 3,500,000

STOCK BASED COMPENSATION (Details)	3 Months Ended
STOCK BASED COMPENSATION (Details)	Mar. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	152,031
2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	2,502
2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	2,871
2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	4,128
2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	5,463
2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	18,368
2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	12,623
2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	106,076

STOCK BASED COMPENSATION (Details 1)	3 Months Ended
STOCK BASED COMPENSATION (Details 1)	Mar. 31, 2018 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning \| shares	172,474
Granted \| shares	1,667
Forfeited \| shares
Expired \| shares
Outstanding at ending \| shares	174,141
Exercisable at ending \| shares	66,453
Vested and expected to vest \| shares	174,141
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Rollforward]
Outstanding at beginning \| $ / shares	$ 49.22
Granted \| $ / shares	5.04
Forfeited \| $ / shares
Expired \| $ / shares
Outstanding at ending \| $ / shares	48.10
Exercisable at ending \| $ / shares	112.18
Vested and expected to vest \| $ / shares	$ 48.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Contractual Life Remaining in Years [Rollforward]
Outstanding at ending	8 years 9 months 20 days
Exercisable at end	8 years 3 months 20 days
Vested and expected to vest	8 years 9 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Rollforward]
Outstanding at ending \| $	$ 520
Exercisable at ending \| $	0
Vested and expected to vest \| $	$ 520

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
STOCK BASED COMPENSATION (Details Narrative) - USD ($)	Mar. 31, 2018	May 09, 2017	May 18, 2016	Sep. 28, 2010
Number of shares granted	1,667
Number of unvested options outstanding	107,688
Unrecognized compensation cost	$ 768,234
Vesting period	2 years
Stock Option and Incentive Plan 2010 [Member]
Shares held in employee stock option plan suspense shares		125,000	11,111	5,556
Number of shares available for grant	112,780

SUBSEQUENT EVENTS (Details Narrative) - shares			3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - shares	Apr. 20, 2018	Apr. 12, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock, authorized			75,000,000	75,000,000
Number of additional shares authorized for issuance under compensation plan			152,031
Subsequent Event [Member]
Common stock, authorized	100,000,000
Revised common stock Shares authorized	175,000,000
Description of reconstituted common stock outstanding	<p style="font: 12pt Times New Roman, Times, Serif; margin: 0pt 0"><font style="font: 10pt Times New Roman, Times, Serif">The Amended Certificate provides that each 12 shares of outstanding common stock will be reconstituted into one share of common stock with a proportional increase in the par value of the common stock.</font></p>
Subsequent Event [Member] \| Stock Option and Incentive Plan 2010 [Member]
Number of additional shares authorized for issuance under compensation plan		500,000