0001437749-21-007756 | 10-K | XBRL Viewer

Prepaid Expenses [Text Block]

NOTE

PREPAID EXPENSES

Prepaid expenses consisted of the following:

	December 31,		December 31,
	2020		2019
Prepaid research and development	$	1,215,834	$	507,733
Prepaid insurance		417,854		222,476
Professional services		128,229		108,850
Retainer and security deposits		14,218		14,218
Prepaid rent		4,488		4,275
Other		33,279		4,792
Total prepaid expenses	$	1,813,902	$	862,344

Note 6 - Research and Development Tax Rebate Receivable	12 Months Ended
Note 6 - Research and Development Tax Rebate Receivable	Dec. 31, 2020
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 R&D activities including our Phase 1 and Phase 2 Endoxifen and COVID- 19 clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. During the year ended December 31, 2020 and December 31, 2019, the Company incurred qualified R&D expenses in Australia of approximately $1,428,600 and $1,381,000, respectively. At December 31, 2020 and December 31, 2019, we had a total R&D rebate receivable of $634,940 and $739,656, respectively. For the years ended December 31, 2020 and 2019, the Company collected R&D cash rebates of $850,385 and $486,550, respectively. The Company had realized gains on foreign currency exchange during the years ended December 31, 2020 and December 31, 2019 of approximately $42,000 and 45,000, respectively, which is included in Other income in the Consolidated Statement of Operations.

Note 7 - Payroll Liabilities

12 Months Ended

Dec. 31, 2020

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

NOTE

PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	December 31,		December 31,
	2020		2019
Accrued bonuses	$	689,635	$	646,064
Accrued vacation		171,112		170,820
Accrued payroll		102,918		82,536
Total payroll liabilities	$	963,665	$	899,420

Note 8 - Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Text Block]

NOTE

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The fair value hierarchy is broken down into the

three

input levels summarized below:

●

Level

—Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level

inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets.

●

Level

—Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level

inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the- counter derivatives.

●

Level

—Valuations based on unobservable inputs in which there are little or

market data, which require the Company to develop its own assumptions.

Warrants issued in the

December 11, 2020

offering and

December 28, 2020

overallotment closing, which are discussed further in Note

contained provisions that

may

require the Company to settle the warrants in cash in an event outside the Company's control and are therefore accounted for as liabilities, with changes in the fair values included in net loss for the respective periods. Because some of the inputs to the valuation model were either

not

observable or were

not

derived principally from or corroborated by observable market data by correlation or other means, the warrant liability was classified as Level

in the fair value hierarchy.

The following tables present the Company's fair value hierarchy for all its financial assets and liabilities, by major security type measured at fair value on a recurring basis as of

December 31, 2020:

	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market account	$	1,789,401	$	1,789,401	$	-	$	-
Liabilities:
Common stock warrant liability	$	13,003,075	$	-	$	-	$	13,003,075

The company did

not

have financial assets or liabilities measured at fair value on a recurring basis as of

December 31, 2019.

The following table summarizes the changes in the Company's Level

warrant liability for the year ended

December 31, 2020:

Warrant Liability
Beginning balance	$	-
Issuance of warrants		10,670,508
Change in fair value		2,332,567
Ending balance	$	13,003,075

The carrying amounts of our cash and cash equivalents, restricted cash, research and development tax rebate receivable, other current assets, accounts payable, and accrued expenses approximate their fair values due to their short-term maturities at

December

31,

2020

and

2019.

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

Dec. 31, 2020

Stockholders' Equity Note Disclosure [Text Block]

NOTE

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,

25,000

shares of Series B convertible preferred stock, par value

$0.001

and

5,425

shares of Series C convertible preferred stock, par value

$0.001

per share, through the filings of certificates of designation with the Delaware Secretary of State.

shares of Series A junior participating preferred stock,

shares of Series A convertible preferred stock and

shares of Series C convertible preferred stock are outstanding as of

December

31,

2020

and

December 31, 2019.

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: (

) 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 (

) 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.

Equity Distribution Agreement

February 7, 2020,

Atossa Therapeutics, Inc. entered into an equity distribution agreement with Oppenheimer & Co. Inc., ("Oppenheimer") acting as sales agent relating to the “at-the-market” (the "Oppenheimer ATM") 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 were 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 provided that Oppenheimer was 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 had

obligation to offer or sell any shares under the agreement, and could at any time suspend offers and sales under the agreement. Oppenheimer could also suspend or terminate the offering of shares being made through them upon proper notice to the Company. During the year ended

December 31, 2020,

the Company sold

1,243,639

shares of common stock under the Oppenheimer ATM, for net proceeds of

$4,686,298.

Total issuance costs for the year ended

December 31, 2020

were

$313,702.

September

25,

2020,

Atossa Therapeutics, Inc. entered into an equity distribution agreement with Maxim Group, LLC., ("Maxim") 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

$10,000,000.

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 Maxim. The distribution agreement provides that Maxim 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

obligation to offer or sell any shares under the agreement, and

may

at any time suspend offers and sales under the agreement. Maxim could also suspend or terminate the offering of common stock being made through them upon proper notice to the Company. Sales under the ATM with Maxim began in

October.

During the year ended

December 31, 2020,

the Company sold

84,016

shares of common stock under the Maxim ATM for gross proceeds to the Company of

$139,588.

Total issuance costs for the year ended

December 31, 2020

were

$160,939.

March 21, 2021,

we terminated the equity distribution agreement and as a result

further sales of common stock will be made thereunder.

2020

Offering of Consisting of Common Stock, Series C Convertible Preferred Stock and Warrants

December 8, 2020,

the Company entered into an underwriting agreement with Maxim Group, LLC, pursuant to which the Company agreed to issue and sell registered units consisting of an aggregate of: (i)

14,575,000

shares of the Company's common stock at

$1.00

per share; (ii)

5,425

Shares of Series C convertible preferred stock, par value

$0.001

per share at

$1,000.00

per share and (iii) warrants convertible into up to

15,000,000

shares of common stock. The warrants were immediately exercisable at a price of

$1.00

per share of common stock and expire

four

years from the date of issuance. On

December 28, 2020,

the Company also closed on the overallotment provision of the underwriting agreement which included the sale of an additional

3,000,000

shares of common stock and

2,250,000

warrants. Net proceeds in total were

$20,976,244,

after deducting expenses relating to the offering of

$2,023,756,

including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. Proceeds of

$16,749,926,

net of issuance costs of

$825,074

have been included in the statement of stockholders' equity under the caption Issuance of common stock and warrants. Proceeds from the sale of common stock and warrants of

$8,196,428

have been allocated to the common stock warrant liability. Proceeds of

$5,165,111,

net of issuance costs of

$259,889

have been included in the statement of stockholders' equity under the caption Issuance of Series C convertible preferred stock and warrants. Proceeds from the sale of Series C convertible preferred stock and warrants of

$2,474,080

have been allocated to the common stock warrant liability. Issuance costs of

$938,793

that were allocated to the warrant liabilities were expensed during

2020.

Accounting Treatment

The Company allocated the proceeds from the sale of the common stock and warrant units and preferred stock and warrant units to the separate securities issued. The Company determined that, on the date of issuance, the warrants include provisions that could require net-cash settlement and therefore, the warrants should be accounted for as liabilities. At the end of each reporting period, the changes in fair value of the warrants during the period were recorded in non-operating expense in the consolidated statement of operations.

The Company allocated the amount representing the fair value of the warrants at the date of issuance separately

first

to the warrant liability and recorded the remaining proceeds as common stock, in the case of the common stock and warrant units, or as Series C convertible preferred stock, in the case of the preferred stock and warrant units. Due to the allocation of a portion of the proceeds to the warrants, the Series C convertible preferred stock contained a beneficial conversion feature upon issuance, which was recorded in the amount of

$1,768,830

based on the intrinsic value of the beneficial conversion feature. The discount on the Series C convertible preferred stock of

$2,474,080

caused by allocation of the proceeds to the warrant and the issuance costs allocated to the convertible preferred stock of

$259,899

were recorded as a deemed dividend upon issuance of the Series C convertible preferred stock. As a result, total deemed dividends of

$4,502,799

were recorded upon issuance of the Series C convertible preferred stock, which is reflected as an addition to net loss in the consolidated statement of operations to arrive at net loss applicable to common shareholders.

Series C Convertible Preferred Stock

The terms and provisions of our Series C convertible preferred stock are:

Conversion.

Each share of Series C 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 C convertible preferred stock by a conversion price of

$1.00

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 C convertible preferred stock will

not

have the right to convert any portion of the Series C 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 C convertible preferred stock, the holders of the Series C 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 C convertible preferred stock.

Dividends.

Holders of Series C 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 C convertible preferred stock has

voting rights.

Liquidation Preference

Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series C 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 C 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 C convertible preferred stock. Shares of Series C convertible preferred stock are

not

otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.

2020

Liability Warrants

The terms and conditions of the warrants included in the

December 11, 2020

offering and exercise of related overallotment option 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 or, 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

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. The form of the warrant does

not

explicitly state that the warrants will

not

be settled in cash.

Exercise Price

. Each warrant represents the right to purchase

one

share of common stock at an exercise price of

$1.00

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

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.

Outstanding Liability Warrants

As of

December 31, 2020,

liability warrants to purchase

17,250,000

shares of common stock with an exercise price of

$1.00

which expire

December 11, 2024

and

December 28, 2024

were outstanding.

The fair value of liability warrants issued during the years ended

December 31, 2020,

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


Initial Valuation
Common stock price	$	0.87 - 0.89
Exercise price	$	1.00
Risk-free interest rate		0.28	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		107% - 124%

December 31, 2020 Valuation
Common stock price	$	0.95
Exercise price	$	1.00
Risk-free interest rate		0.27	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		127	%

Conversion of Convertible Preferred Stock

During the years ended

December 31, 2020,

certain holders of the Series C convertible preferred stock exercised their conversion option and converted an aggregate of

5,425

shares, into

5,425,000

shares of the Company's common stock based on the conversion ratio of approximately

1,000

shares of common stock for each share of Series C convertible preferred stock.

During the years ended

December 31, 2020

and

December 31, 2019,

certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of

and

1,708,

shares, respectively into

14,208

and

485,244

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.

2020

Offering Consisting of Common Stock and Warrants

December 17, 2020,

the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of

14,000,000

shares of Company common stock. Concurrently with the offering, the Company also commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of up to

10,500,000

shares of common stock, which represents

75%

of the shares of common stock sold in the offering. The combined purchase price for

one

share of common stock and a purchase warrant to purchase

0.75

shares of Common Stock was

$1.00.

The warrants expire

4.5

years from the anniversary of the date of issuance. The offering closed on

December 21, 2020

with net proceeds of

$12,925,416,

after deducting expenses relating to the offering

$1,074,584,

including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. The net proceeds, net of issuance costs have been included in the statement of stockholders' equity under the caption Issuance of common stock and warrants.

2020

Warrants

The terms and conditions of the warrants included in the

December 21, 2020

offerings are as follows:

Exercisability

. Each warrant is exercisable at any time and will expire

4.5

Cashless Exercise

. If at any time there is

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 Price

. Each warrant represents the right to purchase

one

share of common stock at an exercise price of

$1.00

not

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

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

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.

Outstanding Warrants

As of

December 31, 2020,

warrants to purchase

11,570,028

shares of common stock were outstanding including:

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration date
2018 warrants		1,070,028	$	4.05	May 30, 2022
2020 warrants		10,500,000	$	1.00	June 21, 2025
		11,570,028

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.

Refer to

Note

Subsequent Events

that describes the issuance of common shares, warrants and the exercise of warrants.

Note 10 - Net Loss Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Text Block]

NOTE

10:

NET LOSS PER SHARE

The Company follows the

two

-class method when computing net loss per share as the Company has issued warrants and preferred stock that meet the definition of participating securities. The

two

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

two

-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

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 Company's common stock warrants and preferred stock contractually entitles the holders of such securities to participate in dividends but do

not

contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are

not

allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are

not

assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended

December 31, 2020

and

2019.

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

	Year Ended December 31,
	2020			2019
Numerator
Net loss	$	(17,827,952	)	$	(17,239,777	)
Deemed dividend attributable to preferred stock		(4,502,799	)		-
Net loss attributable to common shareholders	$	(22,330,751	)	$	(17,239,777	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		11,308,532			8,496,964
Net loss per share of common stock, basic and diluted:	$	(1.97	)	$	(2.03	)

The following table sets forth the weighted average 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,
	2020		2019
Options to purchase common stock		6,138,485		3,013,370
Series B convertible preferred stock		227,010		258,230
Warrants to purchase common stock		2,270,848		1,637,013
		8,636,343		4,908,613

Note 11 - Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Text Block]

NOTE

11:

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, 2020

2019,

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,
	2020			2019
Expected federal income tax benefit	$	(3,743,870	)	$	(3,620,353	)
Stock compensation		26,114			661,887
Other permanent items		1,081,835			154,036
Other deferred items		(350,113	)		1,069,111
Effect of change in valuation allowance		2,986,034			1,735,319
Actual federal income tax benefit	$	-		$	-

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

	As of December 31,
	2020			2019
Deferred tax assets
Obsolete inventory	$	21,881		$	21,881
Accrued vacation		35,933			35,872
Accrued bonuses		-			5,593
Stock-based compensation		2,407,591			1,970,789
Lease obligation		3,791			10,601
Intangible assets, net		449,001			508,289
Contribution, carryforward		541			735
Net operating loss carryforwards		7,118,178			4,505,111
Other		997			-
Valuation allowance		(10,034,122	)		(7,048,088	)
Deferred tax asset	$	3,791		$	10,783

Deferred tax liabilities
Other	$	-		$	(182	)
Right-of-use asset		(3,791	)		(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, 2020,

the Company had domestic federal net operating loss carryforwards of approximately

$76.4

million. In

2020

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

382.

We believe that as of

December 31, 2020,

the gross net operating loss carryforwards have been limited to approximately

$34.1

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 after

2018

not

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

$10.0

million and

$7.1

million as of

December 31, 2020

and

2019,

respectively, for a net increase of approximately

$3.0

million from

2019

2020

and a net increase of approximately

$1.7

million from

2018

2019.

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.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Note 12 - Concentration of Credit Risk	12 Months Ended
Note 12 - Concentration of Credit Risk	Dec. 31, 2020
Notes to Financial Statements
Concentration Risk Disclosure [Text Block]	NOTE 12: 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, 2020 and December 31, 2019, the Company had $39,345,260 and $12,316,429, respectively, in excess of the FDIC insured limit, respectively.

Note 13 - Commitments and Contingencies	12 Months Ended
Note 13 - Commitments and Contingencies	Dec. 31, 2020
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 13: COMMITMENTS AND CONTINGENCIES Lease Commitments The Company's operating lease assets consist of an office lease and a copier system lease. In May 2020, we amended our office lease and extended the expiration from August 31, 2020 to February 28, 2021. This amendment increased our right of use asset and lease liability by approximately $20,200 , which is a non-cash item. 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, 2020 and 2019, was approximately $56,800 and $56,200, respectively, and variable lease payments of taxes and insurance were immaterial. As of December 31, 2020, the weighted average remaining lease term was approximately 4.1 months and the weighted average discount rate of our operating leases was 11.3%. As of December 31, 2020, the future minimum lease payments are approximately $19,400 for 2021. These payments are reported in the consolidated balance sheets at December 31, 2020 and December 31, 2019, net of approximately $1,400 and 6,100 of imputed interest, respectively. The cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2020 and 2019 was approximately $54,900, and $58,800, respectively. The Company had lease expense under short term leases of $17,739 and $12,825 during the year ended December 31, 2020 and 2019, respectively. On March 1, 2021, the Company entered into a new operating lease for office space to pay monthly rent of $750 for a term of 12 months. Litigation and Contingencies We are subject to 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, 2020

Share-based Payment Arrangement [Text Block]

NOTE

14:

STOCK BASED COMPENSATION

Stock Option and Incentive Plan

March

24,

2020,

the Board of Directors approved the adoption of the

2020

Stock Incentive Plan (the

"2020

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

may

be granted under the

2020

Plan after the date that is

years from the date of stockholder approval. An aggregate of

3,000,000

shares were initially reserved for issuance in connection with awards granted under the

2020

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 could 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
2020		365,239
Total additional shares		740,021

The Company granted options to purchase

3,140,000

and

3,565,000

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

December 31, 2020

and

December 31, 2019,

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

2020

and

2019

was

$1.56

and

$2.13,

respectively. There were

225,000

options exercised during the year ended

December

31,

2020

at an average exercise price of

$2.40.

The Company issued

75,988

new common shares upon this net option exercise.

options were exercised during the year ended

December

31,

2019.

There are

670,000

options available for grant under the

2020

Plan as of

December 31, 2020.

Included in the

2020

options granted above, the Company granted the following stock options (the

“2020

Performance Options”) to executives of the Company: (i) to the Chairman of the Board, President and Chief Executive Officer, an option to purchase

1,500,000

shares of Company common stock,

195,000

of which were granted under the Company's

2010

Plan and

1,305,000

of which were granted under the Company's

2020

Plan; and (ii) to the Chief Financial Officer, General Counsel and Secretary, an option to purchase

590,000

shares of Company common stock,

195,000

of which were granted under the

2010

Plan and

395,000

of which were granted under the

2020

Plan.

The

2020

Performance Options have an exercise price equal to fair market value of the Company's common stock on the date of grant which was

$1.48

per share. The

2020

Performance Options vest quarterly over

two

years; however, vesting shall accelerate with respect to

50%

of any unvested options granted under the

2020

Plan upon U.S. Federal Drug Administration ("FDA") approval of certain therapies. The

2020

Performance Options are subject to the option agreements and employment agreements with the executives.

The fair value of stock options granted for the years ended

December 31, 2020

and

2019,

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

	Year Ended December 31,
	2020			2019
Risk-free interest rate		0.28% - 0.47	%		2.16% - 2.20	%
Expected term		4.50-6.18 years			5.00-5.94 years
Dividend yield		-			-
Expected volatility		103% - 129	%		107% - 126	%

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

$3,019,409

and

$7,102,118

for the years ended

December 31, 2020

and

2019

(excluding the liability options discussed below), respectively, which was included in the following captions in the consolidated statements of operations:

	Year Ended December 31,
	2020		2019
General and administrative	$	2,120,807	$	4,656,964
Research and development		898,602		2,445,154
Total stock compensation expense	$	3,019,409	$	7,102,118

Options issued and outstanding as of

December 31, 2020,

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, 2020		4,308,383	$	3.44			$
Granted		3,140,000		1.79
Exercised		(225,000)		2.40				297,250
Forfeited		(155,947)		3.31
Outstanding as of December 31, 2020		7,067,436		2.74		8.60	$	0
Exercisable as of December 31, 2020		4,714,429		3.16		8.26	$	0
Vested and expected to vest		7,067,436		2.74		8.60	$	0

December 31, 2020,

there were

2,353,007

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

$3,296,485.

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

1.75

years.

Liability Options

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.

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 is 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.

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	4.5-5.0 years
Common stock price	$	1.36
Dividend yield		-
Expected volatility		121% - 123	%

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, 2020
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 15: SUBSEQUENT EVENTS 2021 Financing Transaction On January 6, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 23,850,000 shares of Company common stock, par value $0.18 per share and warrants to purchase 17,887,500 shares of common stock. The combined purchase price for one share of common stock and a warrant to purchase 0.75 shares of Common Stock was $1.055. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5 year anniversary of the date of issuance and have an exercise price of $1.055 per share. The common stock and warrants have been registered under the Securities Act of 1933, as amended. Pursuant to a letter agreement, dated as of January 6, 2021, between the Company and the placement agent Maxim Group LLC, the Company agreed to pay the placement agent a cash fee of 7% of the aggregate gross proceeds. The Company also agreed to reimburse the placement agent for expenses, including legal fees which shall be limited to, in the aggregate, $45,000. The offering closed on January 8, 2021 with net proceeds to the Company from the offering of approximately $23.3 million, after deducting fees and expenses. On March 22, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 17,361,100 shares of our common stock, par value $0.18 per share. Concurrently with the offering, and pursuant to the purchase agreement, the Company also commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of up to 13,020,825 shares of common stock, which represents 75% of the shares of common stock sold in the offering. The combined purchase price for one share of common stock and a purchase warrant to purchase 0.75 shares of common stock is $2.88. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5 year anniversary of the date of issuance. None of the warrants, nor the warrants shares, have been registered under the Securities Act of 1933, as amended. The Company agreed to pay the placement agent a cash fee of 7% of the aggregate gross proceeds of the offering and the private placement. The Company also agreed to reimburse the placement agent for expenses, including the legal fees which shall be limited to, in the aggregate, $45,000. The Company estimates total expenses associated with the offering, excluding placement agent fees and expenses, will be approximately $70,000. The net proceeds to the Company from the offering and the private placement are approximately $46.4 million, after deducting fees and expenses. Warrant Activity From January 1, 2021 through March 24, 2021, the Company received approximately $19.5 million from exercises of the 2020 warrants, with an exercise price of $1.00. As a result of the warrant exercises, the Company cancelled approximately 19.5 million warrants and issued approximately 19.5 million shares of common stock. During the same period the Company also received approximately $13.3 million from exercises of the 2021 warrants with an exercise price of $1.055. As a result of the warrant exercises, the Company cancelled approximately 12.6 million warrants and issued approximately 12.6 million shares of common stock

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2020
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.
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: On January 1, 2020, the Company adopted Accounting Standards Update ("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 adoption had no impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements: In August 2020, the FASB issued ASU No. 2020 - 06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity Topic 815 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The guidance is effective for fiscal years beginning on or after December 15, 2023, with early adoption permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company plans to implement this ASU effective January 1, 2021 using the modified retrospective approach. Upon adoption, the Company expects to record a cumulative adjustment to beginning stockholders' equity in the amount of $13,003,075 to reclassify the common stock warrant liability to Stockholders' Equity. In December 2019, the FASB issued ASU 2019 - 12, Income Taxes, (Topic 740 ): Simplifying the Accounting for Income Taxes , which amends the existing guidance relating to accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect that the adoptions of this new guidance will have a material effect on its consolidated financial statements.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Research and development ("R&D") costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expenses for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. R&D expenses also include an allocation of the CEO's salary and related benefits including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity.
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 $185,600 and $185,500 at December 31, 2020 and 2019, respectively. Accumulated depreciation was $165,000 and $151,200 at December 31, 2020 and 2019, respectively. Depreciation expense for the years ended December 31, 2020 and 2019 was $19,000 and $22,000, 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, 2020 and 2019, 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. Also refer to Note 8.
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, 2020 or December 31, 2019. 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 $53,500 and $173,500 at December 31, 2020 and 2019, respectively. Accumulated amortization was $40,100 and $105,000 at December 31, 2020 and 2019, respectively. Amortization expense for the years ended December 31, 2020 and 2019 was $27,600 and $30,800, respectively.
Lessee, Leases [Policy Text Block]	Leases The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured 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. The Company does not record right-of-use assets or operating lease liabilities on leases with initial terms of 12 months or less.
Share-based Payment Arrangement [Policy Text Block]	Stock-based Payments The Company measures and recognizes compensation expense for all stock-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, as the Company does not have sufficient history of option exercise experience. 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.
Financial Instruments with Characteristics of Both Liabilities and Equity, Policy [Policy Text Block]	Financial Instruments with Characteristics of Both Liabilities and Equity During December 2020, the Company issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liability and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are remeasured at fair value at subsequent reporting periods with the resulting change in fair value recorded in “change in fair value of common stock warrants”. The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price, exercise price, stock price volatility, expected life, an expectation regarding future dividends on the Company's common stock, and estimation of an appropriate risk-free interest rate.

Note 5 - Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2020

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

	December 31,		December 31,
	2020		2019
Prepaid research and development	$	1,215,834	$	507,733
Prepaid insurance		417,854		222,476
Professional services		128,229		108,850
Retainer and security deposits		14,218		14,218
Prepaid rent		4,488		4,275
Other		33,279		4,792
Total prepaid expenses	$	1,813,902	$	862,344

Note 7 - Payroll Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Accrued Liabilities [Table Text Block]

	December 31,		December 31,
	2020		2019
Accrued bonuses	$	689,635	$	646,064
Accrued vacation		171,112		170,820
Accrued payroll		102,918		82,536
Total payroll liabilities	$	963,665	$	899,420

Note 8 - Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2020

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

	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market account	$	1,789,401	$	1,789,401	$	-	$	-
Liabilities:
Common stock warrant liability	$	13,003,075	$	-	$	-	$	13,003,075

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

Warrant Liability
Beginning balance	$	-
Issuance of warrants		10,670,508
Change in fair value		2,332,567
Ending balance	$	13,003,075

Note 9 - Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

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

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration date
2018 warrants		1,070,028	$	4.05	May 30, 2022
2020 warrants		10,500,000	$	1.00	June 21, 2025
		11,570,028

Warrant [Member]

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]


Initial Valuation
Common stock price	$	0.87 - 0.89
Exercise price	$	1.00
Risk-free interest rate		0.28	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		107% - 124%

December 31, 2020 Valuation
Common stock price	$	0.95
Exercise price	$	1.00
Risk-free interest rate		0.27	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		127	%

Note 10 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2020

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

	Year Ended December 31,
	2020			2019
Numerator
Net loss	$	(17,827,952	)	$	(17,239,777	)
Deemed dividend attributable to preferred stock		(4,502,799	)		-
Net loss attributable to common shareholders	$	(22,330,751	)	$	(17,239,777	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		11,308,532			8,496,964
Net loss per share of common stock, basic and diluted:	$	(1.97	)	$	(2.03	)

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

	Year Ended December 31,
	2020		2019
Options to purchase common stock		6,138,485		3,013,370
Series B convertible preferred stock		227,010		258,230
Warrants to purchase common stock		2,270,848		1,637,013
		8,636,343		4,908,613

Note 11 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

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

	Year Ended December 31,
	2020			2019
Expected federal income tax benefit	$	(3,743,870	)	$	(3,620,353	)
Stock compensation		26,114			661,887
Other permanent items		1,081,835			154,036
Other deferred items		(350,113	)		1,069,111
Effect of change in valuation allowance		2,986,034			1,735,319
Actual federal income tax benefit	$	-		$	-

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

	As of December 31,
	2020			2019
Deferred tax assets
Obsolete inventory	$	21,881		$	21,881
Accrued vacation		35,933			35,872
Accrued bonuses		-			5,593
Stock-based compensation		2,407,591			1,970,789
Lease obligation		3,791			10,601
Intangible assets, net		449,001			508,289
Contribution, carryforward		541			735
Net operating loss carryforwards		7,118,178			4,505,111
Other		997			-
Valuation allowance		(10,034,122	)		(7,048,088	)
Deferred tax asset	$	3,791		$	10,783

Deferred tax liabilities
Other	$	-		$	(182	)
Right-of-use asset		(3,791	)		(10,601	)
Net deferred tax asset	$	-		$	-

Note 14 - Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

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
2020		365,239
Total additional shares		740,021

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

	Year Ended December 31,
	2020			2019
Risk-free interest rate		0.28% - 0.47	%		2.16% - 2.20	%
Expected term		4.50-6.18 years			5.00-5.94 years
Dividend yield		-			-
Expected volatility		103% - 129	%		107% - 126	%

	January 13, 2019
Risk-free interest rate		2.53	%
Expected term	4.5-5.0 years
Common stock price	$	1.36
Dividend yield		-
Expected volatility		121% - 123	%

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, 2020		4,308,383	$	3.44			$
Granted		3,140,000		1.79
Exercised		(225,000)		2.40				297,250
Forfeited		(155,947)		3.31
Outstanding as of December 31, 2020		7,067,436		2.74		8.60	$	0
Exercisable as of December 31, 2020		4,714,429		3.16		8.26	$	0
Vested and expected to vest		7,067,436		2.74		8.60	$	0

Share-based Payment Arrangement, Option [Member]

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

	Year Ended December 31,
	2020		2019
General and administrative	$	2,120,807	$	4,656,964
Research and development		898,602		2,445,154
Total stock compensation expense	$	3,019,409	$	7,102,118

	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 - Liquidity and Capital Resources (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 26, 2021	Dec. 31, 2020	Dec. 31, 2019
Net Income (Loss) Attributable to Parent, Total		$ (17,827,952)	$ (17,239,777)
Net Cash Provided by (Used in) Operating Activities, Total		(11,570,282)	(9,128,442)
Cash and Cash Equivalents, at Carrying Value, Ending Balance		39,553,671	$ 12,581,136
Working Capital (Deficit)		$ 27,100,000
Subsequent Event [Member]
Proceeds from Issuance or Sale of Equity, Total	$ 102,400,000

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

+ References

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+ Details

Note 3 - Summary of Accounting Policies (Details Textual) - USD ($) xbrli-pure in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2021	Dec. 31, 2018
Stockholders' Equity Attributable to Parent, Ending Balance	$ 27,167,932	$ 13,156,005		$ 8,805,010
Property, Plant and Equipment, Gross, Ending Balance	185,600	185,500
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance	165,000	151,200
Depreciation, Total	19,000	22,000
Impairment of Intangible Assets, Finite-lived	0	0
Intangible Assets, Net (Excluding Goodwill), Total	53,500	173,500
Finite-Lived Intangible Assets, Accumulated Amortization	40,100	105,000
Amortization of Intangible Assets, Total	$ 27,600	$ 30,800
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)	3 years
Finite-Lived Intangible Asset, Useful Life (Year)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)	1 year
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)	5 years
Finite-Lived Intangible Asset, Useful Life (Year)	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)	4 years
Cumulative Effect, Period of Adoption, Adjustment [Member] \| Accounting Standards Update 2020-06 [Member] \| Subsequent Event [Member]
Stockholders' Equity Attributable to Parent, Ending Balance			$ 13,003,075

Note 4 - Restricted Cash (Details Textual) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Restricted Cash and Cash Equivalents, Total	$ 110,000	$ 110,000

Note 5 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Prepaid research and development	$ 1,215,834	$ 507,733
Prepaid insurance	417,854	222,476
Professional services	128,229	108,850
Retainer and security deposits	14,218	14,218
Prepaid rent	4,488	4,275
Other	33,279	4,792
Total prepaid expenses	$ 1,813,902	$ 862,344

Note 6 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	May 23, 2017
Research and Development Expense, Total	$ 6,608,392	$ 6,645,417
Research and Development Tax Rebate Receivable	634,940	739,656
Other Income [Member]
Foreign Currency Transaction Gain (Loss), Realized	42,000	45,000
Atossa Genetics AUS Pty Ltd [Member]
Research and Development Cash Rebate per Dollar			$ 0.435
Research and Development Expense, Total	1,428,600	1,381,000
Research and Development Tax Rebate Receivable	634,940	739,656
Research and Development Cash Rebate	$ 850,385	$ 486,550

Note 7 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Accrued bonuses	$ 689,635	$ 646,064
Accrued vacation	171,112	170,820
Accrued payroll	102,918	82,536
Total payroll liabilities	$ 963,665	$ 899,420

Note 8 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member]	Dec. 31, 2020 USD ($)
Common stock warrant liability	$ 13,003,075
Fair Value, Inputs, Level 1 [Member]
Common stock warrant liability
Fair Value, Inputs, Level 2 [Member]
Common stock warrant liability
Fair Value, Inputs, Level 3 [Member]
Common stock warrant liability	13,003,075
Money Market Funds [Member]
Money market account	1,789,401
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Money market account	1,789,401
Money Market Funds [Member] \| Fair Value, Inputs, Level 2 [Member]
Money market account
Money Market Funds [Member] \| Fair Value, Inputs, Level 3 [Member]
Money market account

Note 8 - Fair Value of Financial Instruments - Changes in Warrant Liability (Details) - Warrant Liability [Member]	12 Months Ended
	Dec. 31, 2020 USD ($)
Beginning balance
Issuance of warrants	10,670,508
Change in fair value	2,332,567
Ending balance	$ 13,003,075

Note 9 - Stockholders' Equity (Details Textual) - USD ($)							1 Months Ended		3 Months Ended	12 Months Ended
	Dec. 28, 2020	Dec. 21, 2020	Dec. 17, 2020	Dec. 08, 2020	Sep. 25, 2020	Feb. 07, 2020	Dec. 28, 2020	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 11, 2020	May 19, 2014
Number of Shares Authorized to Issue (in shares)										185,000,000
Common Stock, Shares Authorized (in shares)										175,000,000	175,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.18	$ 0.18
Preferred Stock, Shares Authorized (in shares)										10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.001	$ 0.001
Preferred Stock, Shares Issued, Total (in shares)										621	671
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock (in shares)													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 (in dollars per share)													$ 15
Stockholder Rights Agreement, Share Price (in dollars per share)													$ 30
Common Stock and Warrants Issued During Period, Value, New Issues										$ 29,675,342
Issuance of Common Stock and Warrants, Issuance Costs										1,889,658
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability										(2,474,080)
Preferred Stock, Deemed Dividend										$ 4,502,799
Consummate a Business Combination, Percentage of Acquired Outstanding Shares										50.00%
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power										50.00%
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs										$ 28,954,440
Class of Warrant or Right, Outstanding (in shares)										11,570,028
Proceeds from Warrant Exercises								$ 11,300,000		$ 0	$ 11,336,710
Class of Warrant or Right, Exercised During Period (in shares)									2,800,000
Stock Issued During Period, Shares, Warrant Exercised (in shares)									2,800,000
Preferred Stock, Shares Outstanding, Ending Balance (in shares)										621	671
Conversion of Series C Convertible Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)										5,425
Conversion of Stock, Shares Issued (in shares)										5,425,000
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)										1,000
Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)										50	1,708
Conversion of Stock, Shares Issued (in shares)										14,208	485,244
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)										284	284
The 2020 Liability Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)										17,250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)										$ 1		$ 1
Warrants and Rights Outstanding, Term (Year)												4 years
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)												1
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed												4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed												9.99%
Warrants Associated with 2020 Offering Consisting of Common Stock and Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,500,000
Warrants and Rights Outstanding, Term (Year)			4 years 182 days
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			0.75
The 2020 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)										$ 1
Warrants and Rights Outstanding, Term (Year)										4 years 182 days
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)										1
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed										4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed										9.99%
Class of Warrant or Right, Outstanding (in shares)										10,500,000
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)										1,327,655
Common Stock and Warrants Issued During Period, Value, New Issues										$ 5,683,500
Stock Issued During Period, Shares, Warrant Exercised (in shares)											2,799,188
Common Stock, Additional Paid-in Capital [Member]
Common Stock and Warrants Issued During Period, Value, New Issues										23,991,842
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability										1,768,830
Adjustments to Additional Paid in Capital, Preferred Stock, Deemed Dividend										$ (4,502,799)
Maxim Group, LLC [Member] \| Warrants Associated with Offering of Common Stock, Series B Convertible Preferred Stock and Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 1
Warrants and Rights Outstanding, Term (Year)				4 years
Maxim Group, LLC [Member] \| Over-allotment Warrants Associated with Offering of Common Stock, Series B Convertible Preferred Stock and Warrants [Member]
Class of Warrant or Right, Issued During Period (in shares)	2,250,000
At The Market Offering [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.18	$ 0.18
Stock to be Issued, Maximum Value						$ 5,000,000
At The Market Offering [Member] \| Oppenheimer & Co. Inc. [Member]
Stock Issuance Costs, Commission Fee Percent						3.00%
Stock Issued During Period, Shares, New Issues (in shares)										1,243,639
Proceeds from Issuance of Common Stock, Net										$ 4,686,298
Payments of Stock Issuance Costs										$ 313,702
At The Market Offering [Member] \| Maxim Group, LLC [Member]
Stock to be Issued, Maximum Value					$ 10,000,000
Stock Issuance Costs, Commission Fee Percent					3.00%
Stock Issued During Period, Shares, New Issues (in shares)										84,016
Payments of Stock Issuance Costs										$ 160,939
Proceeds from Issuance of Common Stock										139,588
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member]
Payments of Stock Issuance Costs							$ 2,023,756
Proceeds from Issuance or Sale of Equity, Net							20,976,244
Common Stock and Warrants Issued During Period, Value, New Issues							16,749,926
Issuance of Common Stock and Warrants, Issuance Costs							825,074
Allocation of Proceeds From the Sale of Common Stock and Warrants to the Warrant Liability							8,196,428
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability										(2,474,080)
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)				14,575,000
Shares Issued, Price Per Share (in dollars per share)				$ 1
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member] \| Common Stock, Additional Paid-in Capital [Member]
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability										$ 1,768,830
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants, Over-allotment Option {member] \| Maxim Group, LLC [Member]
Stock Issued During Period, Shares, New Issues (in shares)	3,000,000
The 2020 Offering Consisting of Common Stock and Warrants [Member]
Stock Issued During Period, Shares, New Issues (in shares)			14,000,000
Securities Purchase Agreement with Certain Institutional and Accredited Investors [Member]
Issuance of Common Stock and Warrants, Issuance Costs		$ 1,074,584
Warrants Issued with Common Stock, Percentage of Shares of Common Stock			75.00%
Issuance of Common Stock and Warrants, Combined Purchase Price Per Share (in dollars per share)			$ 1
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs		$ 12,925,416
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)										750,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.001
Preferred Stock, Shares Issued, Total (in shares)										0
Preferred Stock, Shares Outstanding, Ending Balance (in shares)										0	0
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)										4,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.001
Preferred Stock, Shares Issued, Total (in shares)										0
Preferred Stock, Shares Outstanding, Ending Balance (in shares)										0	0
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)										25,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.001
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)										5,425
Preferred Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.001
Preferred Stock, Shares Issued, Total (in shares)										0
Shares Issued, Price Per Share (in dollars per share)				$ 0.001
Preferred Stock, Convertible, Period Following Closing at which Convertibility Commences (Year)										1 year
Stated Value per Share										$ 1,000
Preferred Stock, Convertible, Conversion Price (in dollars per share)										$ 1
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed										9.99%
Preferred Stock, Shares Outstanding, Ending Balance (in shares)										0	0
Series C Convertible Preferred Stock [Member] \| Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member]
Stock Issued During Period, Shares, New Issues (in shares)				5,425
Payments of Stock Issuance Costs							938,793
Preferred Stock Agreed to Issue and Sell Within Equity Units, Price Per Share (in dollars per share)				$ 1,000
Proceeds from Issuance or Sale of Equity, Net							5,165,111
Issuance of Preferred Stock, Issuance Costs							259,889
Allocation of Proceeds From Sale of Preferred Stock and Warrants to Common Stock Warrant Liability							$ 2,474,080
Preferred Stock, Deemed Dividend										$ 259,899
Adjustments to Additional Paid in Capital, Preferred Stock, Deemed Dividend										$ 4,502,799

Note 9 - Stockholders' Equity - Fair Value of Liability Warrants (Details) - Warrant [Member]	Dec. 31, 2020 $ / shares yr
Measurement Input, Share Price [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.95
Measurement Input, Share Price [Member] \| Minimum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.87
Measurement Input, Share Price [Member] \| Maximum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.89
Measurement Input, Exercise Price [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1
Measurement Input, Exercise Price [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1
Measurement Input, Risk Free Interest Rate [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.0028
Measurement Input, Risk Free Interest Rate [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.0027
Measurement Input, Expected Term [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share) \| yr	4
Measurement Input, Expected Term [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share) \| yr	4
Measurement Input, Expected Dividend Rate [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)
Measurement Input, Expected Dividend Rate [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)
Measurement Input, Price Volatility [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.27
Measurement Input, Price Volatility [Member] \| Minimum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.07
Measurement Input, Price Volatility [Member] \| Maximum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.24

Note 9 - Stockholders' Equity - Outstanding Warrants (Details)	Dec. 31, 2020 $ / shares shares
Outstanding Warrants to Purchase Shares (in shares)	11,570,028
The 2018 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	1,070,028
Exercise Price (in dollars per share) \| $ / shares	$ 4.05
Expiration date	May 30, 2022
The 2020 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	10,500,000
Exercise Price (in dollars per share) \| $ / shares	$ 1
Expiration date	Jun. 21, 2025

Note 10 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Net loss	$ (17,827,952)	$ (17,239,777)
Deemed dividend attributable to preferred stock	(4,502,799)
Net loss attributable to common shareholders	$ (22,330,751)	$ (17,239,777)
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares)	11,308,532	8,496,964
Net loss per share of common stock, basic and diluted: (in dollars per share)	$ (1.97)	$ (2.03)

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

+ References

+ Details

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Note 10 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Number of potential common shares excluded (in shares)	8,636,343	4,908,613
Share-based Payment Arrangement, Option [Member]
Number of potential common shares excluded (in shares)	6,138,485	3,013,370
Series B Convertible Preferred Stock [Member]
Number of potential common shares excluded (in shares)	227,010	258,230
Warrant [Member]
Number of potential common shares excluded (in shares)	2,270,848	1,637,013

Note 11 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
Note 11 - Income Taxes (Details Textual) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense (Benefit), Total	$ 0	$ 0
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	34,100,000
Deferred Tax Assets, Valuation Allowance, Total	10,034,122	7,048,088
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	3,000,000	$ 1,700,000
Unrecognized Tax Benefits, Ending Balance	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	$ 76,400,000
Open Tax Year	2014 2015 2016 2017 2018 2019 2020
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, 2020	Dec. 31, 2019
Expected federal income tax benefit	$ (3,743,870)	$ (3,620,353)
Stock compensation	26,114	661,887
Other permanent items	1,081,835	154,036
Other deferred items	(350,113)	1,069,111
Effect of change in valuation allowance	2,986,034	1,735,319
Actual federal income tax benefit	$ 0	$ 0