View Filing Data

Print Document View Excel Document

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2019	Mar. 24, 2020	Jun. 30, 2019
Document Information [Line Items]
Entity Registrant Name	ATOSSA THERAPEUTICS, INC.
Entity Central Index Key	0001488039
Trading Symbol	atos
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		9,130,984
Entity Public Float			$ 23,280,641
Entity Shell Company	false
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(b) Security	Common Stock, $0.18 par value

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 12,581,136	$ 10,380,493
Restricted cash	110,000	110,000
Prepaid expenses	862,344	509,833
Research and development tax rebate receivable	739,656	518,098
Other current assets	26,130	30,942
Total current assets	14,319,266	11,549,366
Furniture and equipment, net	34,350	54,487
Intangible assets, net	68,542	99,375
Right-of-use asset	50,479
Other assets	17,218	17,218
Total Assets	14,489,855	11,720,446
Current liabilities
Accounts payable	293,171	353,328
Accrued expenses	77,888	177,074
Payroll liabilities	899,420	935,070
Stock-based compensation liability		1,410,025
Lease liability	39,371
Other current liabilities	12,892	39,939
Total current liabilities	1,322,742	2,915,436
Long term liabilities
Lease liability long term	11,108
Total Liabilities	1,333,850	2,915,436
Commitments and contingencies (note 13)
Stockholders' equity
Preferred stock - $0.001 par value; 10,000,000 shares authorized; 671 and 2,379 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	1	2
Additional paid-in capital - Series B convertible preferred stock	670,999	2,378,997
Common stock - $0.18 par value; 175,000,000 shares authorized, and 9,130,984 and 5,846,552 shares issued and outstanding, as of December 31, 2019 and December 31, 2018, respectively	1,643,565	1,052,372
Additional paid-in capital	104,912,480	82,204,902
Accumulated deficit	(94,071,040)	(76,831,263)
Total Stockholders' Equity	13,156,005	8,805,010
Total Liabilities and Stockholders' Equity	$ 14,489,855	$ 11,720,446

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	671	2,379
Preferred stock, outstanding (in shares)	671	2,379
Common stock, par value (in dollars per share)	$ 0.18	$ 0.18
Common stock, authorized (in shares)	175,000,000	175,000,000
Common stock, issued (in shares)	9,130,984	5,846,552
Common stock, outstanding (in shares)	9,130,984	5,846,552

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Operating expenses
Research and development	$ 6,645,417	$ 4,209,981
General and administrative	10,620,008	7,224,252
Total operating expenses	17,265,425	11,434,233
Operating loss	(17,265,425)	(11,434,233)
Other income	25,648	29,299
Loss before income taxes	(17,239,777)	(11,404,934)
Income taxes	0	0
Net loss	(17,239,777)	(11,404,934)
Deemed dividend attributable to preferred stock		(11,479,308)
Net loss applicable to common shareholders	$ (17,239,777)	$ (22,884,242)
Loss per common share - basic and diluted (in dollars per share)	$ (2.03)	$ (5.50)
Weighted average shares outstanding - basic and diluted (in shares)	8,496,964	4,157,746

Consolidated Statements of Stockholders' Equity - USD ($)	Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Preferred Stock Additional Paid-in Capital [Member] Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2017			2,651,952
Balance at Dec. 31, 2017			$ 477,342	$ 71,887,674	$ (65,426,329)	$ 6,938,687
Issuance of stock and warrants, net of issuance costs (in shares)	13,624
Issuance of stock and warrants, net of issuance costs	$ 14	6,926,778		5,363,759		12,290,551
Allocation of Series B convertible preferred stock to beneficial conversion feature		(4,782,100)		4,782,100
Deemed dividend on convertible preferred stock		11,479,308		(11,479,308)
Conversion of convertible preferred stock to common stock (in shares)	11,245		(3,194,600)
Conversion of convertible preferred stock to common stock	$ 12	11,244,989	$ (575,030)	(10,669,971)
Conversion of convertible preferred stock to common stock	(12)	(11,244,989)	575,030	10,669,971
Amortization of commitment shares				(72,790)		(72,790)
Compensation cost for stock options granted				1,053,496		1,053,496
Net loss					(11,404,934)	(11,404,934)
Conversion of Series B convertible preferred stock to common stock (in shares)	(11,245)		3,194,600
Balance (in shares) at Dec. 31, 2018	2,379		5,846,552
Balance at Dec. 31, 2018	$ 2	2,378,997	$ 1,052,372	82,204,902	(76,831,263)	8,805,010
Conversion of convertible preferred stock to common stock (in shares)			(485,244)
Conversion of convertible preferred stock to common stock		1,707,998	$ (87,339)	(1,620,660)
Conversion of convertible preferred stock to common stock		(1,707,998)	87,339	1,620,660
Amortization of commitment shares
Compensation cost for stock options granted				7,102,118		7,102,118
Net loss					(17,239,777)	(17,239,777)
Issuance of common stock upon warrant exercise (in shares)			2,799,188
Issuance of common stock upon warrant exercise			$ 503,854	10,832,856		11,336,710
Conversion of Series B convertible preferred stock to common stock (in shares)	(1,708)
Conversion of Series B convertible preferred stock to common stock	$ (1)
Conversion of Series B convertible preferred stock to common stock (in shares)			485,244
Reclassification of stock-based compensation liability upon option cancellation				3,151,944		3,151,944
Balance (in shares) at Dec. 31, 2019	671		9,130,984
Balance at Dec. 31, 2019	$ 1	$ 670,999	$ 1,643,565	$ 104,912,480	$ (94,071,040)	$ 13,156,005

Consolidated Statements of Stockholders' Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2018 USD ($)
Issuance of Series B convertible preferred stock and warrants, issuance costs	$ 1,333,449

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (17,239,777)	$ (11,404,934)
Adjustments to reconcile net loss to net cash used in operating activities
Compensation cost for stock options granted	7,102,118	1,053,496
Disposal of assets	5,806
Depreciation and amortization	52,789	44,197
Change in fair value of stock-based compensation liability	1,741,919	1,410,025
Changes in operating assets and liabilities:
Prepaid expenses	(352,511)	(258,889)
Research and development tax rebate receivable	(221,558)	(159,821)
Other assets	4,812	74,301
Accounts payable	(60,157)	18,427
Payroll liabilities	(35,650)	150,203
Accrued expenses	(99,186)	86,969
Other current liabilities	(27,047)	24,405
Net cash used in operating activities	(9,128,442)	(8,961,621)
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of furniture and equipment	(7,625)	(110,906)
Net cash used in investing activities	(7,625)	(110,906)
CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from issuance of Series B convertible preferred stock and warrants, net of issuance costs		12,290,551
Proceeds from exercise of warrants	11,336,710
Net cash provided by financing activities	11,336,710	12,290,551
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	2,200,643	3,218,024
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE	10,490,493	7,272,469
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	12,691,136	10,490,493
SUPPLEMENTAL DISCLOSURES
Cash and cash equivalents	12,581,136	10,380,493
Restricted cash	110,000	110,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	12,691,136	10,490,493
NONCASH INVESTING AND FINANCING ACTIVITIES
Reclassification of stock-based liability awards to equity upon cancellation	3,151,944
Amortization of commitment shares		$ 72,790

Note 1 - Nature of Operations	12 Months Ended
Note 1 - Nature of Operations	Dec. 31, 2019
Notes to Financial Statements
Nature of Operations [Text Block]	NOTE 1: NATURE OF OPERATIONS On January 6, 2020, we changed our corporate name from Atossa Genetics Inc. to Atossa Therapeutics, Inc. Atossa Therapeutics, Inc. (the “Company”) was incorporated on April 30, 2009, in the State of Delaware. The Company was initially 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 currently focused on development of its pharmaceutical and drug delivery programs for the treatment of breast cancer and other breast conditions.

Note 2 - Going Concern	12 Months Ended
Note 2 - Going Concern	Dec. 31, 2019
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	NOTE 2: GOING CONCERN The Company has incurred net losses and negative operating cash flows since inception. For the year ended December 31, 2019, the Company recorded a net loss of approximately $17.2 million and used approximately $9.1 million of cash in operating activities. As of December 31, 2019, the Company had approximately $12.6 million in cash and cash equivalents and working capital of approximately $13.0 million. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and is currently expending funds in research and development activities that are expected to continue to require funding. Management believes the currently available funding will only be sufficient to finance the Company’s operations for six to nine months from the date of these consolidated financial statements depending on the timing and extent of the Company’s clinical trials. 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. As the Company is currently not generating revenues, continued timely expenditures on trials is important to bring its product(s) to market as soon as able. Management’s plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities, entering into strategic partnership arrangements, potential exercise of outstanding warrants, and short-term borrowings from banks, stockholders or other related parties, if needed. 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, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned commercial activities. These conditions, in the aggregate, 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.

Note 3 - Summary of Accounting Policies	12 Months Ended
Note 3 - Summary of Accounting Policies	Dec. 31, 2019
Notes to Financial Statements
Basis of Presentation and Significant Accounting Policies [Text Block]	NOTE 3: SUMMARY OF ACCOUNTING POLICIES Basis of Presentation: The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. 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. 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 Adopted Accounting Pronouncements: In the first quarter of 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016 - 02, Lease Accounting: Topic 842 (" Topic 842 ") and recognized on the Consolidated Balance Sheet $ 101,000 of lease liabilities with corresponding right-of-use assets for operating leases. The new lease standard requires a lessee to measure its operating lease liabilities at the present value of the remaining minimum lease payments with a discounted cash flow model using the interest rate implicit in the lease. If the implicit interest rate cannot be readily determined, the lessee must use its incremental borrowing rate (“IBR”). If the lessee does not have an IBR, the lessee must use a rate that approximates the rate of interest that the lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The implicit interest rate was readily determinable for the copier lease; however, the Company used an IBR to measure the adoption date operating lease liability related to the office space which represents the estimated borrowing rate on a secured loan collateralized by similar assets for a similar term. The adoption did not have a material impact on the Company's consolidated financial statements. As permitted under the standard, the Company elected prospective application of the new guidance and prior periods continue to be presented in accordance with Accounting Standards Codification ("ASC") Topic 840. The new standard provides a number of optional practical expedients in transition. The Company elected the practical expedients to not reassess the prior conclusions about lease identification under the new standard, to not reassess lease classification, to not separate lease and non lease components and to not reassess initial direct costs. The Company did not elect the practical expedient allowing the use-of-hindsight which would require us to reassess the lease term of the leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. See Note 13, Commitments and Contingencies, of the notes to the consolidated financial statements for additional discussion of the leases and the amounts recognized in these consolidated financial statements. On January 1, 2019, the Company adopted ASU 2018 - 08, Not -for-Profit Entities (Topic 958 ): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. This ASU affects not -for-profit entities and business entities that receive or make contributions of cash. The ASU clarifies and improves the scope and accounting guidance to assist entities in evaluating if those transactions should be accounted for as contributions under the scope of Topic 958 or as an exchange transaction subject to other guidance. The adoption did not have any impact on these consolidated financial statements. Recently Issued Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. 2018 - 13, Fair Value Measurement (Topic 820 ): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , to improve the effectiveness of disclosures. The amendments remove, modify, and add certain disclosure requirements in Topic 820, “Fair Value Measurement.” The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. Furthermore, an entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the effects the adoption of ASU 2018 - 13 will have on the disclosures. Research and Development All research and development costs are expensed as incurred. Research and development costs include amounts paid for clinical research organizations, drug manufacturers, consultants, travel, employee salaries, benefits and stock-based compensation. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. Cash and Cash Equivalents Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less. Furniture and Equipment Furniture and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When furniture and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives ranging from three to five years. Furniture and equipment amounted to $185,000 and $216,000 at December 31, 2019 and 2018, respectively. Accumulated depreciation was $151,000 and $162,000 at December 31, 2019 and 2018, respectively. Depreciation expense for the years ended December 31, 2019 and 2018 was $22,000 and $14,000, respectively. The Company periodically evaluates the carrying value of long-lived assets to be held and used and, if necessary, records impairment losses when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-loved assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2019 and 2018, no impairment of furniture and equipment was recorded. Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Intangible Assets Intangible assets consist of intellectual property and software acquired. Intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Impairment losses must be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the assets. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If our assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense. No impairment charges were recorded during the year ended December 31, 2019 or December 31, 2018. Amortization of intangible assets is computed using the straight-line method over the estimated useful lives ranging from three to ten years. Intangible assets amounted to $174,000 and $192,000 at December 31, 2019 and 2018, respectively. Accumulated amortization was $105,000 and $93,000 at December 31, 2019 and 2018, respectively. Amortization expense for the years ended December 31, 2019 and 2018 was $31,000 and $30,000, respectively. Share-Based Payments The Company measures and recognizes compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.

Note 4 - Restricted Cash	12 Months Ended
Note 4 - Restricted Cash	Dec. 31, 2019
Notes to Financial Statements
Restricted Assets Disclosure [Text Block]	NOTE 4: RESTRICTED CASH The Company's restricted cash balance of $ 110,000 as of December 31, 2019 and 2018, consists entirely of cash pledged as security for the Company’s issued commercial credit cards.

Note 5 - Prepaid Expenses

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Prepaid Expenses [Text Block]

NOTE

PREPAID EXPENSES

Prepaid expenses consisted of the following:

	December 31,		December 31,
	2019		2018
Prepaid research and development	$	507,733	$	218,090
Prepaid insurance		222,476		160,576
Professional services		108,850		110,094
Retainer and security deposits		14,218		16,718
Prepaid rent		4,275		-
Other		4,792		4,355
Total prepaid expenses	$	862,344	$	509,833

Note 6 - Research and Development Tax Rebate Receivable	12 Months Ended
Note 6 - Research and Development Tax Rebate Receivable	Dec. 31, 2019
Notes to Financial Statements
Research and Development Tax Rebate Receivable [Text Block]	NOTE 6: 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 years ended December 31, 2019 and 2018, the Company incurred qualified R&D expenses in Australia of approximately $1,381,000 and $851,000, respectively, and recorded a rebate receivable of approximately $740,000 and $370,000 on those expenses, respectively. For the years ended December 31, 2019 and 2018, the Company collected R&D cash rebates of $486,550 and $143,763, respectively. At December 31, 2019 and 2018, we had a total R&D rebate receivable of $739,656 and $518,098, respectively.

Note 7 - Payroll Liabilities

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

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

NOTE

: PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	December 31, 2019		December 31, 2018
Accrued bonuses	$	646,064	$	697,995
Accrued vacation		170,820		160,740
Accrued payroll		82,536		76,335
Total payroll liabilities	$	899,420	$	935,070

Note 8 - Fair Value	12 Months Ended
Note 8 - Fair Value	Dec. 31, 2019
Notes to Financial Statements
Fair Value Disclosures [Text Block]	NOTE 8 : FAIR VALUE The carrying amounts of our cash and cash equivalents, restricted cash, research and development tax rebate receivable, accounts payable, and accrued expenses approximate their fair values due to their short-term maturities at December 31, 2019 and 2018.

- 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 9 - Stockholders' Equity	12 Months Ended
Note 9 - Stockholders' Equity	Dec. 31, 2019
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	NOTE 9 : STOCKHOLDERS’ EQUITY 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. The Company has designated 750,000 shares of Series A junior participating preferred stock, par value $0.001 per share, 4,000 shares of Series A convertible preferred stock, par value $0.001 per share, and 25,000 shares of Series B convertible preferred stock, par value $0.001 per share, through the filings of certificates of designation with the Delaware Secretary of State. No shares of Series A junior participating preferred stock and no shares of Series A convertible preferred stock are issued and outstanding as of December 31, 2019 and December 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. 2018 Subscription Rights Offering of Units Consisting of Series B Convertible Preferred Stock and Warrants On May 9, 2018, the Company’s Registration Statement on Form S- 1 with the Securities and Exchange Commission was declared effective to offer subscription rights to purchase up to 25,000 units at $1,000 per unit with each unit consisting of one share of Series B convertible preferred stock and warrants to purchase 284 shares of common stock. On May 29, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B convertible preferred stock with the Delaware Secretary of State creating a new series of its authorized preferred stock, par value $0.001 per share, designated as the Series B convertible preferred stock. The number of shares initially constituting the Series B preferred stock was set at 25,000 shares. On May 30, 2018, the Company completed its previously announced rights offering pursuant to which the Company sold an aggregate of 13,624 units consisting of an aggregate of 13,624 shares of Series B convertible preferred stock and 3,869,216 warrants, with each warrant exercisable for one share of common stock at an exercise price of $4.048 per share (the “2018 Warrants”), resulting in net proceeds to the Company of approximately $12.3 million, after deducting expenses relating to the rights offering, including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. Series B Convertible Preferred Stock . The terms and provisions of our Series B convertible preferred stock are: Conversion. Each share of Series B convertible preferred stock is convertible at our option at any time on or after the first anniversary of the closing of the rights offering or at the option of the holder at any time, into the number of shares of our common stock determined by dividing the $1,000 stated value per share of the Series B convertible preferred stock by a conversion price of $3.52 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series B convertible preferred stock will not have the right to convert any portion of the Series B convertible preferred stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion. Fundamental Transactions. In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our common stock is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of our common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding common stock, then, upon any subsequent conversion of the Series B convertible preferred stock, the holders of the Series B convertible preferred stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series B convertible preferred stock. Dividends. Holders of Series B convertible preferred stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of common stock. Voting Rights. Except as otherwise provided in the certificate of designation or as otherwise required by law, the Series B convertible preferred stock has no voting rights. Liquidation Preference . Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series B convertible preferred stock will be entitled to receive out of our assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Series B convertible preferred stock were fully converted (disregarding for such purpose any conversion limitations under the certificate of designation) to common stock, which amounts shall be paid pari passu with all holders of common stock. Redemption Rights. We are not obligated to redeem or repurchase any shares of Series B convertible preferred stock. Shares of Series B convertible preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions. 2018 Warrants The terms and conditions of the warrants included in the 2018 rights offering are as follows: Exercisability . Each warrant is exercisable at any time and will expire four years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the Company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction. Cashless Exercise . If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our common stock purchasable upon such exercise. Exercise Price . Each warrant represents the right to purchase one share of common stock at an exercise price of $4.05 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise of the warrant. Transferability . Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer. Exchange Listing . We do not intend to apply to list the warrants on any securities exchange or recognized trading system. Rights as Stockholder . Except as set forth in the warrant, the holder of a warrant, solely in such holder’s capacity as a holder of a warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders. Redemption Rights . We may redeem the warrants for $0.18 per warrant if the volume-weighted-average-price of our common stock equals or exceeds $10.56 per share for ten consecutive trading days, provided that we may not do so prior to the first anniversary of closing of the rights offering. Accounting Treatment The Company allocated the proceeds from the sale of the Series B convertible preferred stock and the warrants to purchase common stock to the separate securities issued. The Company allocated the amount representing the fair value of the warrants at the date of issuance to common stock based on the relative warrant fair value in the amount of $5,363,759, which is net of issuance costs allocated to the warrants. Due to the allocation of a portion of the proceeds to the warrants, the convertible preferred stock contained a beneficial conversion feature upon issuance, which was recorded in the amount of $4,782,100 based on the relative fair value of the beneficial conversion feature. The discount on the convertible preferred stock was $11,479,308, which consists of the beneficial conversion feature of $4,782,100, the allocation of a portion of the proceeds to the warrants in the amount of $5,363,759, and the total issuance costs related to the financing of $1,333,449. The discount on the convertible preferred stock of $11,479,308 was recorded as a deemed dividend upon issuance of the convertible preferred stock. The deemed dividend is reflected as an addition to net loss in the consolidated statements of operations to arrive at net loss applicable to common shareholders. The Company has made an accounting policy election to record the deemed dividend related to discounts on convertible instruments at the time of issuance of the convertible instruments. Outstanding Warrants In March 2019, the Company received approximately $11.3 million from exercises of the 2018 Warrants. As a result of the warrant exercises, the Company cancelled approximately 2.8 million warrants and issued approximately 2.8 million shares of common stock. As of December 31, 2019, warrants to purchase a total of 1,070,028 shares of common stock were outstanding. The warrants have an exercise price of $4.05 and expire on May 30, 2022. Conversion of Series B Convertible Preferred Stock During the years ended December 31, 2019 and December 31, 2018, certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 1,708 and 11,245, shares, respectively into 485,244 and 3,194,600 shares respectively, of the Company's common stock based on the conversion ratio of approximately 284 shares of common stock for each share of Series B convertible preferred stock.

Note 10 - Net Loss Per Share

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE

: NET LOSS PER SHARE

The Company accounts for and discloses net income (loss) per common share in accordance with Accounting Standards Codification ("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:

	Year Ended December 31,
	2019			2018
Numerator
Net loss	$	(17,239,777	)	$	(11,404,934	)
Deemed dividend attributable to preferred stock		-			(11,479,308	)
Net loss attributable to common shareholders	$	(17,239,777	)	$	(22,884,242	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		8,496,964			4,157,746
Net loss per share of common stock, basic and diluted:	$	(2.03	)	$	(5.50	)

The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share, because including them would be anti-dilutive:

	Year Ended December 31,
	2019		2018
Options to purchase common stock		3,013,370		487,941
Series B convertible preferred stock		258,230		774,983
Warrants to purchase common stock		1,637,013		3,054,481
		4,908,613		4,317,405

Refer to Note

Subsequent Event that describes the potential issuance of shares under an equity distribution agreement.

Note 11 - Income Taxes

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE

: INCOME TAXES

The Company accounts for income taxes using the asset and liability method, under which 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.

The Company did

not

record an income tax benefit for its losses incurred for the years ended

December 31, 2019

2018,

due to uncertainty regarding utilization of its net operating loss carryforwards and due to its history of losses. The benefit for income taxes differs from the benefit computed by applying the federal statutory rate to loss before income taxes as follows:

	Year Ended December 31,
	2019			2018
Expected federal income tax benefit	$	(3,620,353	)	$	(2,395,036	)
Stock compensation		661,887			169,957
Other permanent items		154,036			1,616
Other deferred items		1,069,111			-
Effect of change in valuation allowance		1,735,319			2,223,463
Actual federal income tax benefit	$	-		$	-

The components of net deferred tax assets and liabilities are as follows:

	As of December 31,
	2019		2018
Deferred tax assets
Obsolete inventory	$	21,881	$	21,881
Accrued vacation		35,872		33,755
Accrued bonuses		5,593		99,666
Stock-based compensation		1,970,789		968,170
Lease obligation		10,601		-
Intangible assets, net		508,289		572,687
Contribution, carryforward		735		707
Net operating loss carryforwards		4,505,111		2,588,401
Capital loss carryforward		-		1,027,111
Other		-		391
Valuation allowance		(7,048,088)		(5,312,769)
Deferred tax asset	$	10,783	$	-

Deferred tax liabilities
Other	$	(182)	$	-
Right of use Asset		(10,601)		-
Net deferred tax asset	$	-	$	-

Based on an assessment of all available evidence including, but

not

limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than

not

that these net operating loss carryforwards and credits will

not

be realized and, as a result, a full valuation allowance has been recorded against the Company’s deferred income tax assets. Utilization of the net operating loss carryforwards

may

be subject to a substantial annual limitation due to ownership change limitations that

may

have occurred or that could occur in the future, as required by the Internal Revenue Code Section

382.

In general, an “ownership change,” as defined by Section

382,

results from a transaction or series of transactions over a

three

-year period resulting in an ownership change of more than

percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation

may

result in expiration of all or a portion of the net operating loss carryforwards before utilization. Since the Company’s initial public offering, ownership changes have triggered a Section

382

limitation, which limits the ability to utilize net operating loss carryforwards.

The Company has incurred net operating losses from inception. At

December 31, 2019,

the Company had domestic federal net operating loss carryforwards of approximately

$67.3

million. In

May

2018

and

October 2017,

the Company completed public offerings, which triggered ownership changes under section

382.

We believe that as of

December 31, 2019,

the gross net operating loss carryforwards have been limited to approximately

$21.4

million, which are available to reduce future taxable income. Federal net operating loss carryforwards generated through

December 31, 2017

expire at various dates beginning in

2029

through

2038,

while federal net operating loss carryforwards generated in

2018

and

2019

not

expire. The Company recorded a valuation allowance against all of its net deferred tax assets of approximately

$7.1

million and

$5.3

million as of

December 31, 2019

and

2018,

respectively, for a net increase of

$1.8

million from

2018

2019

and a net increase of

$2.2

million from

2017

2018.

The Company files income tax returns in the U.S. The Company is subject to tax examinations for the

2014

tax year and beyond. The Company has

unrecognized tax positions and does

not

believe there will be any material changes in its unrecognized tax positions over the next

months. The Company has

not

incurred any interest or penalties related to unrecognized tax positions. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the consolidated financial statements as general and administrative expense.

Note 12 - Concentration of Credit Risk	12 Months Ended
Note 12 - Concentration of Credit Risk	Dec. 31, 2019
Notes to Financial Statements
Concentration Risk Disclosure [Text Block]	NOTE 1 2 : 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. As of December 31, 2019 and 2018, the Company had $12,316,429 and $10,052,914 in excess of the FDIC insured limit, respectively.

Note 13 - Commitments and Contingencies	12 Months Ended
Note 13 - Commitments and Contingencies	Dec. 31, 2019
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 1 3 : COMMITMENTS AND CONTINGENCIES Lease Commitments As discussed in Note 3, we adopted the requirements of ASU No. 2016 - 02, Lease Accounting: Topic 842 , and all related amendments on January 1, 2019. In accordance with Topic 842, we evaluate all contractual agreements at inception to determine if they contain a lease. We measure lease liabilities at present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate. Our operating lease assets consist of an office lease and a copier system lease. Our office lease expires in August of 2020 and our copier system lease expires in October of 2021. None of our leases contain options to extend. Total operating lease expense for the year ended December 31, 2019, was approximately $56,200 and variable lease payments of taxes and insurance were immaterial. As of December 31, 2019, the weighted average remaining lease term was approximately 1 year and the weighted average discount rate of our operating leases was 12%. As of December 31, 2019, the future minimum lease payments are approximately $44,200 and $12,400 for 2020 and 2021, respectively. These payments are reported in the consolidated balance sheets at December 31, 2019, net of approximately $6,100 of imputed interest. The cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2019 was approximately $58,800. Prior to January 1, 2019, the Company recorded operating lease rent expense under ASC Topic 840, Leases , on a straight-line basis over the non-cancellable lease term. Rent expense for the year ended December 31, 2018 was approximately $31,500. As of December 31, 2018, the total future minimum lease payments due were $42,228, of which $14,904 and $14,904 were due in 2019 and 2020, respectively, and $12,420 was due in 2021. 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 U.S. 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 unspecified 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, and on July 20, 2018 the Court approved the settlement. This case is considered closed. 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.

Note 14 - Stock Based Compensation

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

NOTE

: STOCK BASED COMPENSATION

Stock Option and Incentive Plan

September 28, 2010,

the Board of Directors approved the adoption of the

2010

Stock Option and Incentive Plan (

“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.

other awards

may

be granted under the

2010

Plan after the date that is

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. On

April 12, 2018,

the stockholders approved an additional

500,000

shares for issuance under the

2010

Plan. On

May 16, 2019

the stockholders approved an additional

3,600,000

shares.

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		7,257
2017		12,623
2018		106,076
2019		233,862
Total additional shares		374,782

The Company granted options to purchase

3,565,000

and

611,668

shares of common stock to employees and directors during the year ended

December 31, 2019

and

2018,

respectively. The weighted average grant date fair value of options granted during

2019

and

2018

was

$2.13

and

$2.02,

respectively. There are

311,430

options available for grant under the

2010

Plan as of

December 31, 2019,

and as a result of the evergreen provision contained in the

2010

Plan, an additional

365,239

shares were added to the

2010

Plan on

January 1, 2020.

Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of

$7,102,118

and

$1,053,496

for the years ended

December 31, 2019

and

2018,

respectively, which was included in the following captions in the consolidated statements of operations:

	Year Ended December 31,
	2019		2018
General and administrative	$	4,656,963	$	809,110
Research and development		2,445,156		244,386
Total stock compensation expense	$	7,102,119	$	1,053,496

The fair value of stock options granted for the years ended

December 31, 2019

and

2018,

was calculated using the Black-Scholes option-pricing model applying the following assumptions:

	Year ended December 31,
	2019			2018

Risk free interest rate	2.16%	-	2.20%	2.47%	-	2.71%
Expected term (in years)	5.00	-	5.94	5.24	-	5.57
Dividend yield		0%			0%
Expected volatility	106.88%	-	126.16%	108.81%	-	126.43%

Options issued and outstanding as of

December 31, 2019,

and their activities during the year 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, 2019		783,383	$	12.14			$
Granted		3,565,000		1.51				3,667,300
Forfeited		(40,000)		2.38
Outstanding as of December 31, 2019		4,308,383		3.44		9.04	$	651,000
Exercisable as of December 31, 2019		3,500,186		3.74		9.05	$	569,625
Vested and expected to vest		4,308,383		3.44		9.04	$	651,000

December 31, 2019,

there were

808,197

unvested options outstanding and the related unrecognized total compensation cost associated with these options was

$1,640,798.

This expense is expected to be recognized over a weighted-average period of

0.72

years.

Executive Option Grants Classified as Liabilities (

"2018

Liability Grants")

June 27, 2018,

the Company granted

2,300,000

options to the Chief Executive Officer (CEO) and

700,000

to the Chief Financial Officer (CFO) (the "Liability Options"). Each option was exercisable for an equivalent number of shares of Company's common stock. The Liability Options were granted pursuant to an option award agreement and were granted outside the Company’s

2010

Plan; however, they were subject to the terms and conditions of the

2010

Plan. On

January 13, 2019,

the Liability Options were cancelled.

The Liability Options were exercisable for shares of common stock at an exercise price of

$2.38

per share, which was the fair value on the date of grant. The options had an exercise period of

ten

years from their date of issuance. If at the time the options were exercised the Company could

not

deliver shares of common stock to the optionee including, for example, if there were insufficient shares available under the Plan at the time of exercise, then in lieu of the optionee paying the exercise price and the Company issuing shares of stock, the option would only be exercised on a cash “net basis” so that the Company would pay cash in an amount equal to the excess of the fair value of the common stock over the option exercise price. If there were

not

sufficient shares available under the Plan, the Company would have been obligated to settle these options in cash if they were exercised. Because these options contained provisions that would require the Company to settle the options in cash in an event outside the Company’s control, they were accounted for as liabilities.

Compensation costs associated with the Liability Options were initially recognized, based on the grant-date fair values of these options, over the requisite or vesting period for time-based options or when it was probable the performance criteria were achieved for options that vest based on performance. Compensation cost was remeasured each period based on the market value of our underlying stock until award vesting or settlement.

For the year ended

December 31, 2018,

the Company recognized compensation expense related to these options of

$1,410,025,

which was included in the following captions in the consolidated statements of operations:

	Year Ended December 31, 2018

General and administrative	$	869,515
Research and development		540,510
Total stock compensation expense	$	1,410,025

The Liability Options were subject to vesting requirements. Twenty-

five

percent of the options were vested as of the grant date,

50%

of the options would have vested quarterly over

two

years, and the remaining

25%

would have vested upon achievement of certain milestones related to clinical trial progress. As of

January 13, 2019,

all of the Liability Options that vested upon achievement of clinical trial milestones were vested. On

January 13, 2019,

the Liability Options were cancelled and at the time of cancellation, there were

1,125,000

unvested Liability Options outstanding.

At the time of cancellation, the fair value of Liability Options at

January 13, 2019,

was calculated using the Black-Scholes option-pricing model applying the following assumptions:

	January 13, 2019

Risk free interest rate		2.53	%
Expected term (in years)	4.5	-	5.0
Stock price	$	1.36
Dividend yield		-	%
Expected volatility	121.0	-	123.0%

As a result of the cancellation of these options in the

first

quarter of

2019,

the Company recognized all remaining unrecognized compensation expense related to these options of

$1,741,919,

which was included in the following captions in the consolidated statements of operations:

	Year Ended December 31, 2019

General and administrative	$	1,074,183
Research and development		667,736
Total stock compensation expense	$	1,741,919

Also on

January 13, 2019,

at the same time the Liability Options were cancelled, the Company awarded a new option to the CEO to purchase

2,300,000

shares of Common Stock and a new option to the CFO to purchase

800,000

shares of common stock (the

“2019

Options”). The

2019

Options: (i) have an exercise price equal to the fair market value of Common Stock on the date of board of director approval which was

$1.36

per share, (ii) do

not

contain a net cash exercise provision, (iii) are awarded pursuant to the terms and conditions of the

2010

Plan as amended by the Board of Directors on

January 13, 2019,

to include shares issuable upon exercise of the

2019

Options and other changes to the

2010

Plan so that the

2019

Options do

not

conflict with the

2010

Plan (the “Amended Plan”), (iv) vest and are exercisable in accordance with the vesting schedule related to the

2018

Liability Options; provided, however, that the

2019

Options are

not

exercisable unless and until the Company’s stockholders approve the Amended Plan to increase the authorized number of shares available for grant under the Plan and (v) are subject to and conditioned upon the

2019

Option Agreements with the optionees and the employment agreements with the optionees.

The above actions were unanimously approved by the disinterested members of the Board of Directors. The above actions were intended to eliminate the Company’s potential liability associated with the net cash exercise provision of the Liability Options, and to allow the stockholders of the Company the opportunity to vote on the Amended Plan, which includes shares issuable upon exercise of the

2019

Options. On

May 16, 2019,

the stockholders approved the Amended Plan and thereby approved the issuance of the

2019

Options.

Accounting Treatment

Awards offered under a plan that are subject to shareholder approval are

not

considered granted under GAAP until the approval is obtained, unless such approval is essentially a formality (or perfunctory). For example, if management and board members control sufficient votes to approve the plan, the vote

may

be considered perfunctory. As management and the Company’s Board of Directors did

not

control enough votes to approve the

2019

Options, the

2019

Options were

not

deemed granted under ASC

718.

Cancellation of an award that is

not

accompanied by the concurrent grant are accounted for as a repurchase for

consideration. Accordingly, any previously unrecognized compensation cost is recognized at the cancellation date. On

January 13, 2019,

as noted above, upon cancellation of the Liability Options the Company recognized

$1,741,919

of unrecognized compensation cost related to the

2018

Liability Options. Additionally, the fair value of the stock-based compensation liability of

$3,151,944

was reclassified to additional-paid in capital on the cancellation date. Shareholder approval was obtained on

May

16,

2019,

which was determined to be the grant date for the

2019

Options, and the Company remeasured and recorded the

2019

Options as a new grant under ASC

718

during the quarter ended

June 30, 2019.

The Company recorded

$4,959,277

in the

second

quarter of

2019

for the

2019

Options granted to the executives.

Note 15 - Subsequent Events	12 Months Ended
Note 15 - Subsequent Events	Dec. 31, 2019
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 15 : SUBSEQUENT EVENTS 2020 equity distribution agreement On February 7, 2020, Atossa Therapeutics, Inc. entered into an equity distribution agreement with Oppenheimer & Co. Inc., acting as sales agent relating to the “at-the-market” offering and sale by Atossa of common shares, par value $0.18 per share, having an aggregate gross sales price of up to $5,000,000. Sales of the shares, if any, will be made at Atossa’s sole discretion and by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, in block transactions or as otherwise agreed between Atossa and Oppenheimer. The Distribution Agreement provides that Oppenheimer will be entitled to a commission of 3.0% of the gross offering proceeds of the shares sold pursuant to the Distribution Agreement and reimbursement for certain specified expenses. Atossa has no obligation to offer or sell any shares under the Agreement, and may at any time suspend offers and sales under the Distribution Agreement. As of March 24, 2020, no shares have been issued under the equity distribution agreement. Impact of the Novel Coronavirus (COVID- 19 ) The continued spread of the COVID- 19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies, including by causing disruptions in the supply of the Company’s Endoxifen and the conduct of current and future clinical trials. In addition, the COVID- 19 pandemic may affect the operations of the Food and Drug Administration and other health authorities including in Sweden and Australia, which could result in delays of meetings, reviews and approvals, including with respect to the Endoxifen. The evolving COVID- 19 pandemic could also directly or indirectly impact the pace of enrollment in the Company’s clinical trials for at least the next several months and possibly longer as patients may avoid or may not be able to travel to healthcare facilities and physicians’ offices unless due to a health emergency. Such facilities and offices may also be required to focus limited resources on non-clinical trial matters, including treatment of COVID- 19 patients, and may not be available, in whole or in part, for clinical trial services related to Endoxifen. Additionally, while the potential economic impact brought by, and the duration of, the COVID- 19 pandemic is difficult to assess or predict, the impact of the COVID- 19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID- 19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation: The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. 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. 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, Policy [Policy Text Block]	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.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Adopted Accounting Pronouncements: In the first quarter of 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016 - 02, Lease Accounting: Topic 842 (" Topic 842 ") and recognized on the Consolidated Balance Sheet $101,000 of lease liabilities with corresponding right-of-use assets for operating leases. The new lease standard requires a lessee to measure its operating lease liabilities at the present value of the remaining minimum lease payments with a discounted cash flow model using the interest rate implicit in the lease. If the implicit interest rate cannot be readily determined, the lessee must use its incremental borrowing rate (“IBR”). If the lessee does not have an IBR, the lessee must use a rate that approximates the rate of interest that the lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The implicit interest rate was readily determinable for the copier lease; however, the Company used an IBR to measure the adoption date operating lease liability related to the office space which represents the estimated borrowing rate on a secured loan collateralized by similar assets for a similar term. The adoption did not have a material impact on the Company's consolidated financial statements. As permitted under the standard, the Company elected prospective application of the new guidance and prior periods continue to be presented in accordance with Accounting Standards Codification ("ASC") Topic 840. The new standard provides a number of optional practical expedients in transition. The Company elected the practical expedients to not reassess the prior conclusions about lease identification under the new standard, to not reassess lease classification, to not separate lease and non lease components and to not reassess initial direct costs. The Company did not elect the practical expedient allowing the use-of-hindsight which would require us to reassess the lease term of the leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. See Note 13, Commitments and Contingencies, of the notes to the consolidated financial statements for additional discussion of the leases and the amounts recognized in these consolidated financial statements. On January 1, 2019, The Company adopted ASU 2018 - 08, Not -for-Profit Entities (Topic 958 ): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. This ASU affects not -for-profit entities and business entities that receive or make contributions of cash. The ASU clarifies and improves the scope and accounting guidance to assist entities in evaluating if those transactions should be accounted for as contributions under the scope of Topic 958 or as an exchange transaction subject to other guidance. The adoption did not have any impact on these consolidated financial statements. Recently Issued Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. 2018 - 13, Fair Value Measurement (Topic 820 ): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , to improve the effectiveness of disclosures. The amendments remove, modify, and add certain disclosure requirements in Topic 820, “Fair Value Measurement.” The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. Furthermore, an entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the effects the adoption of ASU 2018 - 13 will have on the disclosures.
Research and Development Expense, Policy [Policy Text Block]	Research and Development All research and development costs are expensed as incurred. Research and development costs include amounts paid for clinical research organizations, drug manufacturers, consultants, travel, employee salaries, benefits and stock-based compensation.
Income Tax, Policy [Policy Text Block]	Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
Property, Plant and Equipment, Policy [Policy Text Block]	Furniture and Equipment Furniture and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When furniture and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives ranging from three to five years. Furniture and equipment amounted to $185,000 and $216,000 at December 31, 2019 and 2018, respectively. Accumulated depreciation was $151,000 and $162,000 at December 31, 2019 and 2018, respectively. Depreciation expense for the years ended December 31, 2019 and 2018 was $22,000 and $14,000, respectively. The Company periodically evaluates the carrying value of long-lived assets to be held and used and, if necessary, records impairment losses when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-loved assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2019 and 2018, no impairment of furniture and equipment was recorded.
Fair Value Measurement, Policy [Policy Text Block]	Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.
Intangible Assets, Finite-Lived, Policy [Policy Text Block]	Intangible Assets Intangible assets consist of intellectual property and software acquired. Intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Impairment losses must be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the assets. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If our assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense. No impairment charges were recorded during the year ended December 31, 2019 or December 31, 2018. Amortization of intangible assets is computed using the straight-line method over the estimated useful lives ranging from three to ten years. Intangible assets amounted to $174,000 and $192,000 at December 31, 2019 and 2018, respectively. Accumulated amortization was $105,000 and $93,000 at December 31, 2019 and 2018, respectively. Amortization expense for the years ended December 31, 2019 and 2018 was $31,000 and $30,000, respectively.
Share-based Payment Arrangement [Policy Text Block]	Share-Based Payments The Company measures and recognizes compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.

Note 5 - Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	December 31,		December 31,
	2019		2018
Prepaid research and development	$	507,733	$	218,090
Prepaid insurance		222,476		160,576
Professional services		108,850		110,094
Retainer and security deposits		14,218		16,718
Prepaid rent		4,275		-
Other		4,792		4,355
Total prepaid expenses	$	862,344	$	509,833

Note 7 - Payroll Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	December 31, 2019		December 31, 2018
Accrued bonuses	$	646,064	$	697,995
Accrued vacation		170,820		160,740
Accrued payroll		82,536		76,335
Total payroll liabilities	$	899,420	$	935,070

Note 10 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

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

	Year Ended December 31,
	2019			2018
Numerator
Net loss	$	(17,239,777	)	$	(11,404,934	)
Deemed dividend attributable to preferred stock		-			(11,479,308	)
Net loss attributable to common shareholders	$	(17,239,777	)	$	(22,884,242	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		8,496,964			4,157,746
Net loss per share of common stock, basic and diluted:	$	(2.03	)	$	(5.50	)

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

	Year Ended December 31,
	2019		2018
Options to purchase common stock		3,013,370		487,941
Series B convertible preferred stock		258,230		774,983
Warrants to purchase common stock		1,637,013		3,054,481
		4,908,613		4,317,405

Note 11 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

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

	Year Ended December 31,
	2019			2018
Expected federal income tax benefit	$	(3,620,353	)	$	(2,395,036	)
Stock compensation		661,887			169,957
Other permanent items		154,036			1,616
Other deferred items		1,069,111			-
Effect of change in valuation allowance		1,735,319			2,223,463
Actual federal income tax benefit	$	-		$	-

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

	As of December 31,
	2019		2018
Deferred tax assets
Obsolete inventory	$	21,881	$	21,881
Accrued vacation		35,872		33,755
Accrued bonuses		5,593		99,666
Stock-based compensation		1,970,789		968,170
Lease obligation		10,601		-
Intangible assets, net		508,289		572,687
Contribution, carryforward		735		707
Net operating loss carryforwards		4,505,111		2,588,401
Capital loss carryforward		-		1,027,111
Other		-		391
Valuation allowance		(7,048,088)		(5,312,769)
Deferred tax asset	$	10,783	$	-

Deferred tax liabilities
Other	$	(182)	$	-
Right of use Asset		(10,601)		-
Net deferred tax asset	$	-	$	-

Note 14 - Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

January 1,	Number of shares
2012		2,502
2013		2,871
2014		4,128
2015		5,463
2016		7,257
2017		12,623
2018		106,076
2019		233,862
Total additional shares		374,782

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

	Year ended December 31,
	2019			2018

Risk free interest rate	2.16%	-	2.20%	2.47%	-	2.71%
Expected term (in years)	5.00	-	5.94	5.24	-	5.57
Dividend yield		0%			0%
Expected volatility	106.88%	-	126.16%	108.81%	-	126.43%

	January 13, 2019

Risk free interest rate		2.53	%
Expected term (in years)	4.5	-	5.0
Stock price	$	1.36
Dividend yield		-	%
Expected volatility	121.0	-	123.0%

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	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, 2019		783,383	$	12.14			$
Granted		3,565,000		1.51				3,667,300
Forfeited		(40,000)		2.38
Outstanding as of December 31, 2019		4,308,383		3.44		9.04	$	651,000
Exercisable as of December 31, 2019		3,500,186		3.74		9.05	$	569,625
Vested and expected to vest		4,308,383		3.44		9.04	$	651,000

Share-based Payment Arrangement, Option [Member]

Notes Tables

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Year Ended December 31,
	2019		2018
General and administrative	$	4,656,963	$	809,110
Research and development		2,445,156		244,386
Total stock compensation expense	$	7,102,119	$	1,053,496

	Year Ended December 31, 2018

General and administrative	$	869,515
Research and development		540,510
Total stock compensation expense	$	1,410,025

	Year Ended December 31, 2019

General and administrative	$	1,074,183
Research and development		667,736
Total stock compensation expense	$	1,741,919

Note 2 - Going Concern (Details Textual) - USD ($)	12 Months Ended
Note 2 - Going Concern (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Net Income (Loss) Attributable to Parent, Total	$ (17,239,777)	$ (11,404,934)
Net Cash Provided by (Used in) Operating Activities, Total	(9,128,442)	(8,961,621)
Cash and Cash Equivalents, at Carrying Value, Ending Balance	12,581,136	$ 10,380,493
Working Capital	$ 13,000,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Note 3 - Summary of Accounting Policies (Details Textual)		12 Months Ended
	Apr. 20, 2018	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares	Jan. 01, 2019 USD ($)
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.18	$ 0.18
Operating Lease, Liability, Total				$ 101,000
Property, Plant and Equipment, Gross, Ending Balance		$ 185,000	$ 216,000
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance		151,000	162,000
Depreciation, Total		22,000	14,000
Impairment of Long-Lived Assets Held-for-use		0	0
Impairment of Intangible Assets (Excluding Goodwill), Total		0	0
Intangible Assets, Net (Excluding Goodwill), Total		174,000	192,000
Finite-Lived Intangible Assets, Accumulated Amortization		105,000	93,000
Amortization of Intangible Assets, Total		$ 31,000	30,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%
Operating Lease, Right-of-Use Asset		$ 50,479		$ 101,000
Minimum [Member]
Property, Plant and Equipment, Useful Life		3 years
Finite-Lived Intangible Asset, Useful Life		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term		1 year
Maximum [Member]
Property, Plant and Equipment, Useful Life		5 years
Finite-Lived Intangible Asset, Useful Life		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term		4 years
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	12

Note 4 - Restricted Cash (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Restricted Cash and Cash Equivalents, Total	$ 110,000	$ 110,000

Note 5 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Prepaid research and development	$ 507,733	$ 218,090
Prepaid insurance	222,476	160,576
Professional services	108,850	110,094
Retainer and security deposits	14,218	16,718
Prepaid rent	4,275
Other	4,792	4,355
Total prepaid expenses	$ 862,344	$ 509,833

Note 6 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	May 23, 2017
Research and Development Expense, Total	$ 6,645,417	$ 4,209,981
Research and Development Tax Rebate Receivable	739,656	518,098
Increase (Decrease) in Research and Development Tax Rebate Receivable	221,558	159,821
Atossa Genetics AUS Pty Ltd [Member]
Research and Development Cash Rebate per Dollar			$ 0.435
Research and Development Expense, Total	1,381,000	851,000
Research and Development Tax Rebate Receivable	740,000	370,000
Increase (Decrease) in Research and Development Tax Rebate Receivable	$ 486,550	$ 143,763

Note 7 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accrued bonuses	$ 646,064	$ 697,995
Accrued vacation	170,820	160,740
Accrued payroll	82,536	76,335
Total payroll liabilities	$ 899,420	$ 935,070

Note 9 - Stockholders' Equity (Details Textual)		1 Months Ended	3 Months Ended	12 Months Ended
Note 9 - Stockholders' Equity (Details Textual)	May 30, 2018 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Mar. 31, 2019 shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	May 29, 2018 $ / shares shares	May 09, 2018 USD ($) shares	May 19, 2014 $ / shares shares
Number of Shares Authorized to Issue				185,000,000
Common Stock, Shares Authorized				175,000,000	175,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares				$ 0.18	$ 0.18
Preferred Stock, Shares Authorized				10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares				$ 0.001	$ 0.001
Preferred Stock, Shares Issued, Total				671	2,379
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock								1
Stockholder Rights Agreement, Acquiring Person, Percentage of Ownership								15.00%
Stockholder Rights Agreement, Acquiring Person, Additional Percentage of Ownership								2.00%
Stockholder Rights Agreement, Initial Exercise Price of Each Right \| $ / shares								$ 15
Stockholder Rights Agreement, Share Price \| $ / shares								$ 30
Class of Warrant or Right, Outstanding				1,070,028
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares				$ 4.05
Consummate a Business Combination, Percentage of Acquired Outstanding Shares				50.00%
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power				50.00%
Preferred Stock, Deemed Dividend \| $					$ 11,479,308
Proceeds from Warrant Exercises \| $		$ 11,300,000		$ 11,336,710
Class of Warrant or Right, Exercised During Period			2,800,000
Stock Issued During Period, Shares, Warrant Exercised			2,800,000
Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted				1,708	11,245
Conversion of Stock, Shares Issued				485,244	3,194,600
Convertible Preferred Stock, Shares Issued upon Conversion				284
The 2018 Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right				1
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares				$ 4.05
Warrants and Rights Outstanding, Term				4 years
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed				4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed				9.99%
Warrants and Rights Outstanding, Redemption Price \| $ / shares				$ 0.18
Warrants and Rights Outstanding, Redeemable, Volume-weighted-average-price of Our Common Stock \| $ / shares				$ 10.56
Warrants and Rights, Redemption Rights, Consecutive Trading Days				10
The 2018 Subscription Rights Offering [Member]
Number of Units Authorized to Purchase, Maximum							25,000
Purchase Price of Unit \| $							$ 1,000
Number of Series B Convertible Preferred Stock and Warrant in Each Unit							1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right							284
Number of Units Sold	13,624
Proceeds from Issuance of Stock units \| $	$ 12,300,000
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature on Preferred Stock \| $					$ 4,782,100
Preferred Stock, Deemed Dividend \| $					11,479,308
Payments of Stock Issuance Costs \| $					1,333,449
The 2018 Subscription Rights Offering [Member] \| The 2018 Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Outstanding	3,869,216
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 4.048
Warrants Allocated to Common Stock , Net of Issuance Cost \| $					$ 5,363,759
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized						25,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares						$ 0.001
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Shares Authorized				750,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares				$ 0.001
Preferred Stock, Shares Issued, Total				0	0
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized				4,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares				$ 0.001
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized				25,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares				$ 0.001
Stated Value per Share \| $				$ 1,000
Preferred Stock, Convertible, Conversion Price \| $ / shares				$ 3.52
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed				9.99%
Series B Convertible Preferred Stock [Member] \| The 2018 Subscription Rights Offering [Member]
Stock Issued During Period, Shares, New Issues	13,624
Sale of Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Issued, Total				0	0

Note 10 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net loss	$ (17,239,777)	$ (11,404,934)
Deemed dividend attributable to preferred stock		(11,479,308)
Net loss attributable to common shareholders	$ (17,239,777)	$ (22,884,242)
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares)	8,496,964	4,157,746
Net loss per share of common stock, basic and diluted: (in dollars per share)	$ (2.03)	$ (5.50)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Note 10 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of potential common shares excluded (in shares)	4,908,613	4,317,405
Share-based Payment Arrangement, Option [Member]
Number of potential common shares excluded (in shares)	3,013,370	487,941
Series B Convertible Preferred Stock [Member]
Number of potential common shares excluded (in shares)	258,230	774,983
Warrant [Member]
Number of potential common shares excluded (in shares)	1,637,013	3,054,481

Note 11 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
Note 11 - Income Taxes (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Expense (Benefit), Total	$ 0	$ 0
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	21,400,000
Deferred Tax Assets, Valuation Allowance, Total	7,048,088	5,312,769
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	1,800,000	2,200,000
Unrecognized Tax Benefits, Ending Balance	0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0	$ 0
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	$ 67,300,000
Open Tax Year	2014
Domestic Tax Authority [Member] \| Earliest Tax Year [Member]
Operating Loss Carryforwards, Expiration Year	2029
Domestic Tax Authority [Member] \| Latest Tax Year [Member]
Operating Loss Carryforwards, Expiration Year	2038

Note 11 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Expected federal income tax benefit	$ (3,620,353)	$ (2,395,036)
Stock compensation	661,887	169,957
Other permanent items	154,036	1,616
Other deferred items	1,069,111
Effect of change in valuation allowance	1,735,319	2,223,463
Actual federal income tax benefit	$ 0	$ 0

Note 11 - Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Obsolete inventory	$ 21,881	$ 21,881
Deferred tax assets, accrued vacation	35,872	33,755
Accrued bonuses	5,593	99,666
Stock-based compensation	1,970,789	968,170
Lease obligation	10,601
Intangible assets, net	508,289	572,687
Contribution, carryforward	735	707
Net operating loss carryforwards	4,505,111	2,588,401
Capital loss carryforward		1,027,111
Other		391
Valuation allowance	(7,048,088)	(5,312,769)
Deferred tax asset	10,783
Other	(182)
Right of use Asset	(10,601)
Net deferred tax asset

Note 12 - Concentration of Credit Risk (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Cash, Uninsured Amount	$ 12,316,429	$ 10,052,914

Note 13 - Commitments and Contingencies (Details Textual) - USD ($)		12 Months Ended
	Mar. 23, 2018	Dec. 31, 2019	Dec. 31, 2018
Operating Lease, Expense		$ 56,200
Operating Lease, Weighted Average Remaining Lease Term		1 year
Operating Lease, Weighted Average Discount Rate, Percent		12.00%
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year		$ 44,200
Lessee, Operating Lease, Liability, Payments, Due Year Two		12,400
Lessee, Operating Lease, Liability, Undiscounted Excess Amount		6,100
Operating Lease, Payments		$ 58,800
Operating Leases, Rent Expense, Net, Total			$ 31,500
Loss Contingency, Damages Paid, Value	$ 3,500,000
Lease for Copier System [Member]
Operating Leases, Future Minimum Payments Due, Total			42,228
Operating Leases, Future Minimum Payments Due, Next Twelve Months			14,904
Operating Leases, Future Minimum Payments, Due in Two Years			14,904
Operating Leases, Future Minimum Payments, Due in Three Years			$ 12,420

Note 14 - Stock Based Compensation (Details Textual) - USD ($)									3 Months Ended	12 Months Ended
	Jan. 01, 2020	May 16, 2019	Jan. 13, 2019	Jun. 27, 2018	May 09, 2018	Apr. 12, 2018	May 18, 2016	Sep. 28, 2010	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement, Expense										$ 7,102,119	$ 1,053,496
Adjustments to Additional Paid in Capital, Transfer of Stock-based Compensation Liability Upon Option Cancellation			$ 3,151,944							$ 3,151,944
Liability Options [Member]
Share-based Payment Arrangement, Expense			$ 1,741,919								$ 1,410,025
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance			1,125,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 2.38
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Liability Options [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Liability Options [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				50.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				2 years
Liability Options [Member] \| Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Liability Options [Member] \| Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				2,300,000
Liability Options [Member] \| Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				700,000
The 2019 Options [Member[
Share-based Payment Arrangement, Expense									$ 4,959,277
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 1.36
The 2019 Options [Member[ \| Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,300,000
The 2019 Options [Member[ \| Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			800,000
The 2010 Stock Option and Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Period for Granting Shares								10 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized		3,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross										3,565,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price										$ 1.51
The 2010 Stock Option and Incentive Plan [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	365,239
The 2010 Stock Option and Incentive Plan [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								5,556
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized					125,000	500,000	11,111
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross										3,565,000	611,668
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value										$ 2.13	$ 2.02
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant										311,430
Share-based Payment Arrangement, Expense										$ 7,102,118	$ 1,053,496
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance										808,197
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount										$ 1,640,798
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition										262 days

Note 14 - Stock Based Compensation - Additional Shares Authorized (Details) - shares	12 Months Ended								96 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2019
The 2010 Stock Option and Incentive Plan [Member]
Total additional shares (in shares)	233,862	106,076	12,623	7,257	5,463	4,128	2,871	2,502	374,782

Note 14 - Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($)		12 Months Ended
	Jan. 13, 2019	Dec. 31, 2019	Dec. 31, 2018
Stock compensation expense		$ 7,102,119	$ 1,053,496
Liability Options [Member]
Stock compensation expense	$ 1,741,919		1,410,025
General and Administrative Expense [Member]
Stock compensation expense		4,656,963	809,110
General and Administrative Expense [Member] \| Liability Options [Member]
Stock compensation expense	1,074,183		869,515
Research and Development Expense [Member]
Stock compensation expense		$ 2,445,156	244,386
Research and Development Expense [Member] \| Liability Options [Member]
Stock compensation expense	$ 667,736		$ 540,510

Note 14 - Stock Based Compensation - Valuation Assumptions (Details) - $ / shares		12 Months Ended
	Jan. 13, 2019	Dec. 31, 2019	Dec. 31, 2018
Dividend yield		0.00%
Share-based Payment Arrangement, Option [Member]
Dividend yield		0.00%	0.00%
Share-based Payment Arrangement, Option [Member] \| Minimum [Member]
Risk free interest rate		2.16%	2.47%
Expected term (in years) (Year)		5 years	5 years 87 days
Expected volatility		106.88%	108.81%
Share-based Payment Arrangement, Option [Member] \| Maximum [Member]
Risk free interest rate		2.20%	2.71%
Expected term (in years) (Year)		5 years 343 days	5 years 208 days
Expected volatility		126.16%	126.43%
Liability Options [Member]
Risk free interest rate	2.53%
Dividend yield
Stock price (in dollars per share)	$ 1.36
Liability Options [Member] \| Minimum [Member]
Expected term (in years) (Year)	4 years 182 days
Expected volatility	121.00%
Liability Options [Member] \| Maximum [Member]
Expected term (in years) (Year)	5 years
Expected volatility	123.00%

Note 14 - Stock Based Compensation - Stock Option Activity (Details) - The 2010 Stock Option and Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2019 USD ($) $ / shares shares
Outstanding, shares (in shares) \| shares	783,383
Outstanding, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 12.14
Granted, shares (in shares) \| shares	3,565,000
Granted, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 1.51
Granted \| $	$ 3,667,300
Forfeited, shares (in shares) \| shares	(40,000)
Forfeited, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.38
Outstanding, shares (in shares) \| shares	4,308,383
Outstanding, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 3.44
Outstanding, weighted average contractual life remaining in years (Year)	9 years 14 days
Outstanding, aggreate instrinsic value \| $	$ 651,000
Exercisable, shares (in shares) \| shares	3,500,186
Exercisable, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 3.74
Exercisable, weighted average contractual life remaining in years (Year)	9 years 18 days
Exercisable, aggreate instrinsic value \| $	$ 569,625
Vested and expected to vest, shares (in shares) \| shares	4,308,383
Vested and expected to vest, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 3.44
Vested and expected to vest, weighted average contractual life remaining in years (Year)	9 years 14 days
Vested and expected to vest, aggreate instrinsic value \| $	$ 651,000

Note 15 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, shares in Thousands		2 Months Ended
	Feb. 07, 2020	Mar. 24, 2020	Dec. 31, 2019	Dec. 31, 2018
Common Stock, Par or Stated Value Per Share			$ 0.18	$ 0.18
Subsequent Event [Member] \| At The Market Offering [Member]
Common Stock, Par or Stated Value Per Share	$ 0.18
Stock to be Issued, Maximum Value	$ 5,000,000
Stock Issued During Period, Shares, New Issues		0
Subsequent Event [Member] \| At The Market Offering [Member] \| Oppenheimer & Co. Inc. [Member]
Stock Issuance Costs, Commission Fee Percent	3.00%