UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2017.

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-55415

ENUMERAL BIOMEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		99-0376434
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 CambridgePark Drive, Suite 2000 Cambridge, Massachusetts		02140
(Address of Principal Executive Offices)		(Zip Code)

(617) 945-9146

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐		Accelerated Filer ☐

Non-accelerated Filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 128,409,788 shares of the Registrant’s common stock, $0.001 par value per share, issued and outstanding as of November ~~August 11~~10, 2017.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016	1
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016	2
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016	2
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2528
Item 4.	Controls and Procedures	2629
PART II. OTHER INFORMATION
Item 1	Legal Proceedings	2729
Item 1A.	Risk Factors	2729
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2730
Item 3.	Defaults Upon Senior Securities	2931
Item 4.	Mine Safety Disclosures	2931
Item 5.	Other Information	2931
Item 6.	Exhibits	2931
SIGNATURES		3032

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “intend,” “plan,” target,” “goal,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2017.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we explicitly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

PART I. FINANCIAL INFORMATION

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Enumeral Biomedical Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2017			2016
ASSETS
Current assets:
Cash and cash equivalents	$	~~576~~208,~~307~~616		$	3,162,400
Accounts receivable		~~89,741~~—			189,068
Prepaid expenses and other current assets		~~316~~314,~~415~~924			47,317
Total current assets		~~982~~523,~~463~~540			3,398,785
Property and equipment, net		—			902,097
Other assets:
Restricted cash		5,000			534,780
Other assets		—			111,556
Total assets	$	~~987~~528,~~463~~540		$	4,947,218
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	~~690~~686,~~308~~466		$	308,857
Accrued expenses		~~139~~197,~~428~~706			386,355
Deferred revenue		—			14,505
Equipment lease financing		—			251,631
Promissory notes		~~778~~801,~~856~~902			—
Total current liabilities		1,~~608~~686,~~592~~074			961,348
Deferred rent, net of current portion		—			63,116
Long-term equipment lease financing		—			14,840
Total liabilities		1,~~608~~686,~~592~~074			1,039,304
Commitments and contingencies
Stockholders’ equity (deficiency):
Preferred stock, $0.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		—			—
Preferred stock, $0.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		—			—
Common stock, $0.001 par value; 300,000,000 shares authorized: 128,409,788 and 128,343,122 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		128,410			128,343
Common stock, $0.001 par value; 300,000,000 shares authorized: 128,409,788 and 128,343,122 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		128,410			128,343
Additional paid-in-capital		30,~~665~~701,~~840~~484			30,044,778
Accumulated deficit		(31,~~415~~987,~~379~~428	)		(26,265,207	)
Total stockholders’ equity (deficiency)		(~~621~~1,~~129~~157,534	)		3,907,914
Total liabilities and stockholders’ equity (deficiency)	$	~~987~~528,~~463~~540		$	4,947,218

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Enumeral Biomedical Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
		Three Months Ended September 30,						Nine Months Ended September 30,
	~~2017~~	2017		~~2016~~	2016		~~2017~~	2017		~~2016~~	2016
Revenue:
Collaboration and license revenue	$	~~100,000~~—		$	1226,~~336,466~~115		$	100,000		$	1,~~652~~878,~~484~~599
Grant revenue		~~89,741~~—			~~162~~94,~~506~~696			104,246			~~280~~375,~~945~~641
Total revenue		~~189,741~~—			1320,~~498,972~~811			204,246			12,~~933~~254,~~429~~240
Cost of revenue and expenses:
Research and development		~~883~~90,~~338~~822			1,~~240~~026,~~801~~317			2,~~029~~120,~~453~~275			23,~~710~~737,~~844~~161
General and administrative		~~609~~457,~~378~~911			1812,~~745,204~~974			1,~~479~~937,~~176~~087			23,~~939~~752,~~538~~512
Wind down expenses		~~1,055,246~~—			—			1,055,246			—
Total cost of revenue and expenses		2548,~~547,962~~733			21,~~986~~839,~~005~~291			45,~~563~~112,~~875~~608			57,~~650~~489,~~382~~673
Loss from operations		(2548,~~358,221~~733	)		(1,~~487~~518,~~033~~480	)		(4,~~359~~908,~~629~~362	)		(35,~~716~~235,~~953~~433	)
Other income (expense):
Interest expense, net		(~~780~~23,~~373~~316	)		(4152,~~623~~261	)		(~~782~~805,~~267~~583	)		(8160,~~190~~451	)
Warrant expense		—			—			(8,276	)		—
Change in fair value of derivative liabilities		—			~~144~~409,~~099~~891			—			~~822~~1,~~534~~232,425
Total other income (expense), net		(~~780~~23,~~373~~316	)		~~139~~257,~~476~~630			(~~790~~813,~~543~~859	)		~~814~~1,~~344~~071,974
Net loss before income taxes		(3572,~~138,594~~049	)		(1,~~347~~260,~~557~~850	)		(5,~~150~~722,~~172~~221	)		(24,~~902~~163,~~609~~459	)
Provision for income taxes		—			—			—			—
Net loss	$	(3572,~~138,594~~049	)	$	(1,~~347~~260,~~557~~850	)	$	(5,~~150~~722,~~172~~221	)	$	(24,~~902~~163,~~609~~459	)
Basic net loss per share	$	(0.0200	)	$	(0.0302	)	$	(0.04	)	$	(0.0608	)
Diluted net loss per share	$	(0.0200	)	$	(0.0302	)	$	(0.04	)	$	(0.0608	)
Weighted-average number of common shares outstanding - basic		128,~~376~~393,~~455~~122			52,073,481			128,~~367~~376,~~984~~455			52,071,~~146~~933
Weighted-average number of common shares outstanding - diluted		128,~~376~~393,~~455~~122			52,073,481			128,~~367~~376,~~984~~455			52,071,~~146~~933

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

Enumeral Biomedical Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(5,~~150~~722,~~172~~221	)	$	(24,~~902~~163,~~609~~459	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		219,389			~~354~~480,~~000~~301
Stock-based compensation		~~151~~187,~~486~~130			~~602~~883,~~322~~298
Warrant expense		8,276			—
Loss on disposal of fixed assets		493,541			—
Non-cash interest expense		1033,~~656~~702			—
Accretion of debt discount and issuance costs		768,200			—84,642
Change in fair value of derivative liabilities		—			(~~822~~1,~~534~~232,425	)
Changes in operating assets and liabilities:
Accounts receivable		99189,~~327~~068			~~(116~~40,~~390~~475	)
Prepaid expenses and other assets		11(264,~~771~~007	)		~~151~~70,~~546~~109
Restricted cash		529,~~699~~780			—
Accounts payable		~~381~~377,~~451~~609			292,~~445~~998
Accrued expenses		(~~246~~188,~~927~~649	)		~~459~~(228,~~747~~935	)
Deferred rent		(63,116	)		1420,~~929~~599
Deferred revenue		(14,505	)		(87101,~~026~~530	)
Net cash used in operating activities		(23,~~800~~445,~~924~~803	)		(24,~~343~~053,~~570~~927	)
Cash flows from investing activities:
Purchases of property and equipment		(29,491	)		—
Net cash used in investing activities		(29,491	)		—
Sale of property and equipment		277,188			—
Net cash provided by investing activities		247,697			—
Cash flows from financing activities:
Issuance of promissory notes		461,367			—2,530,407
Payments on equipment lease financing		(217,045	)		(~~118~~179,~~873~~328	)
Net cash provided by (used in) financing activities		244,322			(118,873	)
Net cash provided by financing activities		244,322			2,351,079
Net decrease in cash and cash equivalents		(2,~~586~~953,~~093~~784	)		(21,~~462~~702,~~443~~848	)
Cash and cash equivalents, beginning of period		3,162,400			3,596,262
Cash and cash equivalents, end of period	$	~~576~~208,~~307~~616		$	1,~~133~~893,~~819~~414
Supplemental cash flow disclosure of investing and financing activities:
Cash paid for interest	$	2,088		$	1078,~~397~~381
Receivable from the sale of fixed assets included in other assets	$	277,188		$	—
Use of security deposit for lease buyout	$	111,556		$	—
Debt discount associated with the 2017 Unit Offering	$	461,~~367~~361		$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

ENUMERAL BIOMEDICAL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 - NATURE OF BUSINESS

Enumeral Biomedical Corp. (“Enumeral”) was founded in 2009 in the State of Delaware as Enumeral Technologies, Inc. The name was later changed to Enumeral Biomedical Corp.

On July 31, 2014, Enumeral entered into an Agreement and Plan of Merger and Reorganization with Enumeral Biomedical Holdings, Inc., which was formerly known as Cerulean Group, Inc. (“Enumeral Biomedical” or the “Company”), and Enumeral Acquisition Corp., a wholly owned subsidiary of Enumeral Biomedical (“Acquisition Sub”), pursuant to which the Acquisition Sub merged with and into Enumeral (the “Merger”). Enumeral was the surviving corporation in the Merger and became a wholly owned subsidiary of the Company. As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of Enumeral Biomedical Holdings, Inc.

On June 29, 2017, the Company’s board of directors, having evaluated and pursued a range of potential strategic transactions, and other alternatives for the sale or disposition of its assets on a going concern basis, determined that it is in the best interests of the Company’s stockholders and creditors to wind down its remaining operations and effect an orderly disposition of its remaining assets. In connection with that determination, Wael Fayad resigned as the Company’s ~~President and~~ Chief Executive Officer and President, although he remains Chairman of the Board. The Company’s board appointed Kevin G. Sarney, its Vice President of Finance, Chief Accounting Officer and Treasurer, as Interim Chief Executive Officer and President, and ~~Chief~~also ~~Executive~~elected ~~Officer~~Mr. Sarney to the board.

The Company is currently in the process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. The Company’s liquidity is dependent on its ability to manage all elements in this process in a manner favorable to the Company. As the Company winds down its operations, the Company ~~continues~~has continued to consider possible transactions pursuant to to which it may sell its remaining assets and/or effect a strategic transaction, such as a merger. IfThe ~~the~~ Company ~~is unable to effect one or more such transactions, it~~ may bealso ~~compelled~~ determine to commence liquidation or bankruptcy proceedings.

As of the date of this filing, the Company does not have sufficient cash resources to continue to fund its operations and pay all of its outstanding creditors.

~~Previously~~On September 19, 2017, the Company received an OTCQB Bid Price Deficiency Notice from OTC Markets (the “Notice”). The Notice stated that the Company’s ~~business~~bid price had ~~been~~closed ~~focused~~below on$0.01 ~~the~~for ~~discovery~~more ofthan ~~monoclonal~~30 ~~antibodies~~consecutive calendar days and ~~other~~no ~~novel~~longer ~~biologics~~met the Standards for ~~use~~Continued inEligibility for OTCQB as per the OTCQB Standards Section 2.3(2). The Notice also ~~diagnosis~~stated ~~and~~that ~~treatment~~pursuant to Section 4.1 of ~~cancer~~the OTCQB Standards, ~~infectious~~the ~~and~~Company ~~inflammatory~~is ~~diseases~~granted a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. The Company ~~utilized~~does anot ~~proprietary~~expect ~~platform~~that ~~technology,~~the closing bid price for its common ~~exclusively~~stock ~~licensed~~will ~~from~~equal ~~the~~or ~~Massachusetts~~exceed ~~Institute~~$0.01 for ten consecutive trading days prior to the end of ~~Technology,~~this or90 ~~MIT~~day cure period. As a result, the Company expects that ~~facilitates~~its ~~the~~common ~~rapid~~stock ~~high~~will ~~resolution~~be ~~measurement of~~removed ~~immune~~from ~~cell~~trading ~~function~~on ~~within~~the ~~small~~OTCQB ~~tissue~~marketplace ~~biopsy~~on ~~samples~~or about December 18, 2017.

InPreviously, the Company’s ~~lead~~business ~~antibody~~had ~~program,~~been itfocused ~~characterized~~on ~~certain~~the ~~anti-PD-1~~discovery ~~antibodies,~~of ormonoclonal ~~simply~~antibodies ~~“PD-1~~and ~~antibodies,” using~~other ~~patient~~novel ~~biopsy~~biologics ~~samples,~~for use in anthe ~~effort~~diagnosis toand ~~identify~~treatment ~~next~~of ~~generation~~cancer, ~~PD-1~~infectious ~~antagonists~~and ~~with~~inflammatory ~~enhanced selectivity for the immune effector cells that carry out anti-tumor functions~~diseases. The Company ~~identified~~utilized ~~two~~a ~~antagonist~~proprietary ~~PD-1~~platform ~~antibodies that inhibit PD-1 activity~~technology, inexclusively ~~different~~licensed ~~ways.~~from ~~The distinction is that one of~~ the ~~antibodies~~Massachusetts ~~(ENUM~~Institute ~~388D4) blocks binding~~ of ~~the ligand PD-L1 to PD-1~~Technology, ~~while the~~or ~~other antibody (ENUM 244C8) does not inhibit PD-L1 binding~~MIT. ~~However, both display activity in various biological assays.~~ In ~~addition~~ toAugust ~~the Company’s PD-1 antibody program~~2017, itMIT ~~also~~terminated ~~conducted~~the ~~development~~exclusive ~~activities related to antibody drug candidates~~patent ~~for~~license aagreement ~~number~~between ofMIT ~~other immunomodulatory protein targets, including TIM-3~~ and ~~CD39~~Enumeral.

~~The~~In the Company’s ~~continues~~lead toantibody beprogram, ait ~~“smaller~~characterized ~~reporting~~certain ~~company~~anti-PD-1 antibodies,” asor ~~defined~~simply ~~under~~“PD-1 antibodies,” ~~the~~using ~~Exchange~~patient ~~Act~~biopsy samples, ~~and~~in an ~~“emerging~~effort ~~growth~~to identify next generation PD-1 antagonists with enhanced ~~company”~~selectivity ~~under~~for the ~~Jump~~immune ~~Start~~effector ~~Our~~cells ~~Business~~that ~~Startup~~carry ~~(JOBS)~~out ~~Act~~anti-tumor ~~of 2012~~functions. The Company ~~believes~~identified two antagonist PD-1 antibodies that asinhibit aPD-1 ~~result~~activity in different ways. The distinction is that one of the ~~Merger, it~~antibodies ~~has~~(ENUM ~~ceased~~388D4) blocks binding of the ligand PD-L1 to bePD-1, awhile ~~“shell~~the ~~company”~~other antibody (asENUM ~~such~~244C8) ~~term~~does isnot ~~defined~~inhibit PD-L1 binding. However, both display activity in various ~~Rule~~biological ~~12b-2~~assays. ~~under~~In addition to the ~~Securities~~Company’s ~~and~~PD-1 ~~Exchange~~antibody ~~Act~~program, it also conducted development activities related to antibody drug candidates for a number of ~~1934~~other immunomodulatory protein targets, asincluding ~~amended~~TIM-3 and CD39. In October 2017, the Company entered into an Asset Purchase Agreement (the “~~Exchange~~Purchase ~~Act~~Agreement”)) with Elpiscience Biopharmaceuticals, Inc. Pursuant to the terms of the Purchase Agreement, the Company sold, assigned and transferred all of its right, title and interest in and to specified assets of the Company’s TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000.

2The Company continues to be a “smaller reporting company,” as defined under the Exchange Act, and an “emerging growth company” under the Jump Start Our Business Startup (JOBS) Act of 2012. The Company believes that as a result of the Merger, it has ceased to be a “shell company” (as such term is defined in Rule 12b-2 ~~GOING~~under ~~CONCERN~~the Securities ~~AND~~and ~~LIQUIDITY~~Exchange Act of 1934, as amended (the “Exchange Act”)).

~~The~~2 ~~Company’s~~- ~~unaudited~~GOING ~~condensed~~CONCERN ~~consolidated~~AND financial statements have been prepared in conformity with generally accepted accounting principles in the United States, or GAAP, which contemplate the Company’s continuation as a going concern. As of June 30, 2017, the Company had cash and cash equivalents of $576,307.LIQUIDITY

~~Since~~The ~~the~~ Company’s ~~inception~~unaudited condensed consolidated financial statements have been prepared in ~~2009,~~conformity itwith ~~has~~generally ~~incurred~~accepted accounting ~~significant~~principles ~~net~~in ~~losses~~the ~~and~~United ~~negative~~States, ~~cash~~or ~~flows~~GAAP, ~~from~~which ~~operations.~~contemplate the Company’s continuation as a going concern. As of ~~June~~ September 30, 2017, the Company had ancash ~~accumulated~~and ~~deficit~~cash equivalents of $31208,~~415,379~~616.

~~The~~Since ~~Company is currently in~~ the ~~process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. The~~ Company’s ~~liquidity~~inception ~~is dependent on its ability to manage all elements~~ in ~~this process in a manner favorable to the Company. As the Company winds down its operations~~2009, ~~the Company continues to consider possible transactions pursuant to which~~ it ~~may~~has ~~sell~~incurred ~~its~~significant ~~remaining~~net ~~assets~~losses and~~/or~~ ~~effect~~negative acash ~~strategic~~flows ~~transaction,~~from ~~such as a merger~~operations. ~~If the Company is unable to effect~~ ~~one~~As orof ~~more~~September ~~such~~30, ~~transactions~~2017, itthe ~~may~~Company behad ~~compelled~~an toaccumulated ~~commence~~deficit ~~liquidation~~of ~~or bankruptcy proceedings~~$31,987,428.

AsThe ofCompany is currently in the ~~date~~process of ~~this~~winding ~~filing~~down its operations, ~~the~~disposing ~~Company~~of ~~does~~its ~~not~~remaining ~~have~~assets, ~~sufficient~~and ~~cash~~resolving ~~resources~~its tooutstanding debts. ~~continue~~The toCompany’s ~~fund~~liquidity is dependent on its ~~operations~~ability ~~and~~to ~~pay~~manage all of ~~its~~elements ~~outstanding~~in ~~creditors~~this process in a manner favorable to the Company. ~~Consequently~~As the Company winds down its operations, the Company ~~may~~has ~~not~~continued beto ~~able~~consider possible transactions pursuant to ~~continue~~which it may sell its remaining assets and/or effect a strategic transaction, such as a ~~going~~merger. ~~concern~~The Company may also determine to commence liquidation or bankruptcy proceedings.

~~The~~As ~~unaudited~~of ~~condensed consolidated financial statements do not include any adjustments related to~~ the ~~recovery~~date ~~and classification~~ of ~~asset~~this ~~carrying~~filing, ~~amounts or~~ the ~~amount~~Company ~~and~~does ~~classification~~not ofhave ~~liabilities~~sufficient ~~that~~cash ~~might~~resources ~~result should the Company be unable~~ to continue as ~~a going concern. The Company expects~~ to ~~incur~~fund ~~significant~~its ~~expenses~~operations and ~~operating~~pay ~~losses~~all of ~~for~~its ~~the~~outstanding ~~foreseeable~~creditors. ~~future~~Consequently, ~~and~~ the Company’s ~~net losses~~ may ~~fluctuate~~not ~~significantly~~be ~~from~~able ~~quarter~~ to ~~quarter and from year to year. These factors raise substantial doubt about the Company’s ability to~~ continue as a going concern.

3The -unaudited ~~SUMMARY~~condensed OFconsolidated ~~SIGNIFICANT~~financial ~~ACCOUNTING~~statements ~~POLICIES~~do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company expects to incur significant expenses and operating losses for the foreseeable future, and the Company’s net losses may fluctuate significantly from quarter to quarter and from year to year. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Basis~~3 of- ~~Presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~accompanying~~of unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the 2016 Financial Statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017.Presentation

The accompanying ~~preparation of the~~ unaudited condensed consolidated financial statements inwere ~~conformity~~prepared ~~with~~using ~~these~~GAAP ~~accounting~~for ~~principles~~interim ~~requires~~financial ~~management~~information and the instructions to ~~make~~Form ~~estimates~~ 10-Q and ~~assumptions~~Regulation ~~that~~S-X. ~~affect~~Accordingly, ~~the~~these ~~reported~~unaudited ~~amounts~~condensed ofconsolidated ~~assets~~financial ~~and~~statements do ~~liabilities~~not ~~and~~include ~~disclosure~~all ofinformation ~~contingent~~or ~~assets~~notes required by GAAP for annual financial statements and ~~liabilities as~~should ofbe ~~the~~read ~~date~~in ofconjunction with the ~~unaudited~~2016 ~~condensed~~Financial ~~consolidated~~Statements ~~financial~~as ~~statements~~filed ~~and~~on the ~~reported~~Company’s ~~amounts~~Annual ofReport ~~expenses~~on ~~during~~Form 10-K for the ~~reported period.~~year ~~Ultimate~~ended ~~results~~December ~~could~~31, 2016, ~~differ~~which ~~from~~was filed with the ~~estimates~~SEC ofon ~~management~~March 28, 2017.

InThe preparation ~~the opinion~~ of ~~management,~~ the unaudited condensed consolidated financial statements ~~included~~in ~~herein~~conformity ~~contain~~with ~~all~~these ~~adjustments~~accounting ~~necessary~~principles ~~to present fairly the~~requires ~~Company's~~management ~~financial~~to ~~position~~make asestimates ofand ~~June~~assumptions ~~30,~~that ~~2017~~affect ~~and~~ the ~~results~~reported amounts of ~~its~~assets ~~operations~~ and ~~cash~~liabilities ~~flows~~and ~~for~~disclosure ~~the~~of ~~six months ended June~~contingent ~~30,~~assets ~~2017~~ and ~~2016.~~liabilities ~~Such~~as ~~adjustments are~~ of athe ~~normal~~date ~~recurring~~of ~~nature.~~the ~~The~~unaudited ~~results~~condensed ofconsolidated ~~operations~~financial ~~for~~statements ~~the three~~ and ~~six~~the ~~months~~reported ~~ended~~amounts of ~~June~~expenses ~~30,~~during ~~2017~~the ~~may~~reported ~~not~~period. beUltimate ~~indicative~~results ofcould ~~results~~differ ~~for~~from the ~~full~~estimates ~~year~~of management.

~~Use~~In the opinion of ~~Estimates~~management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2017 and the results of its operations and cash flows for the nine months ended September 30, 2017 and 2016. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2017 may not be indicative of results for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.5

~~Fair~~Use ~~Value~~ of ~~Financial Instruments~~Estimates

~~Fair~~The ~~values~~preparation of financial ~~instruments~~statements ~~included~~ in ~~current~~conformity ~~assets~~with ~~and~~GAAP ~~current~~requires ~~liabilities~~management ~~are estimated~~ to ~~approximate~~make ~~their~~estimates ~~book~~and ~~values, due~~assumptions tothat affect the ~~short~~amounts ~~maturity~~reported ofin ~~such~~the ~~instruments.~~unaudited ~~All~~condensed ~~debt~~consolidated isfinancial ~~based~~statements onand ~~current~~accompanying ~~rates~~notes. atOn ~~which~~an ~~the~~ongoing ~~Company could borrow funds with~~basis, ~~similar~~the ~~remaining maturities and approximates fair value. The~~ Company’s ~~assets~~management ~~and~~evaluates ~~liabilities~~its ~~that~~estimates, ~~are~~which ~~measured~~include, atbut ~~fair value on a recurring basis~~ are ~~measured~~not inlimited ~~accordance~~to, ~~with~~estimates ~~the~~related ~~Financial~~to ~~Accounting~~accruals, stock-based ~~Standards~~compensation ~~Board’s~~expense, ~~(“FASB”) Accounting~~warrants ~~Standards~~to ~~Codification~~purchase ~~(“ASC”)~~securities, ~~Topic~~and ~~820,~~reported ~~Fair~~amounts ~~Value~~of ~~Measurements~~revenue and ~~Disclosures,~~expenses ~~which~~during ~~establishes~~the reported aperiod. ~~three-level~~The ~~valuation~~Company ~~hierarchy~~bases ~~for~~its ~~measuring~~estimates ~~fair~~on ~~value~~historical experience and ~~expands~~other ~~financial~~market-specific ~~statement~~or ~~disclosures~~other ~~about~~relevant ~~fair~~assumptions ~~value measurements.~~that ~~The~~it ~~valuation~~believes ~~hierarchy~~to isbe ~~based~~reasonable ~~upon~~under the ~~transparency~~circumstances. ofActual ~~inputs~~results tomay ~~the~~differ ~~valuation~~from ofthose anestimates ~~asset~~ or ~~liability as of the measurement date~~assumptions.

5Fair Value of Financial Instruments

Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured ~~three~~at ~~levels~~fair value on a recurring basis are ~~defined~~measured in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , which establishes a three-level valuation hierarchy for measuring fair value and expands financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as ~~follows:~~of the measurement date.

●The three ~~Level~~levels ~~1: Inputs to the valuation methodology~~ are ~~quoted~~defined ~~prices~~as ~~(unadjusted) for identical assets in active markets.~~follows:

● Level 21: Inputs to the valuation methodology ~~included~~are quoted prices (unadjusted) for ~~similar~~identical assets ~~and liabilities~~ in active markets~~, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument~~.

● Level 32: Inputs to the valuation methodology ~~are~~included ~~unobservable~~quoted prices for similar assets and ~~significant~~liabilities toin active markets, and inputs that are observable for the ~~fair~~asset ~~value~~or ~~measurement~~liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~The Company’s~~● ~~cash~~Level ~~equivalents,~~3: ~~carried~~Inputs atto ~~fair~~the ~~value,~~valuation methodology are ~~comprised~~unobservable ofand ~~investments~~significant into ~~federal agency backed money market funds. The following table presents information about~~ the ~~Company’s financial assets measured at~~ fair value ~~on a recurring basis as of June 30, 2017 and December 31, 2016:~~measurement.

	June 30, 2017		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
Cash	$	537,405	$	537,405	$	—	$	—
Money market funds, included in cash equivalents	$	38,902	$	38,902	$	—	$	—

The Company’s cash equivalents, carried at fair value, are comprised of investments in federal agency backed money market funds. The following table presents information about the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016:

December 31, 2016

Quoted Prices in Active Markets (Level 1)

Observable Inputs (Level 2)

Unobservable Inputs (Level 3)

September 30, 2017

Quoted Prices in Active Markets (Level 1)

Observable Inputs (Level 2)

Unobservable Inputs (Level 3)

Assets

Cash

1169,~~137,633~~766

—

Money market funds, included in cash equivalents

238,~~024,767~~850

—

~~Impairment of Long-Lived Assets~~6

Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. The Company has recorded an impairment of $493,541 on the disposal of fixed assets during the three months ended June 30, 2017 as a result of the Company’s decision to wind down operations. The Company recorded no impairment during the three months ended June 30, 2016.

	December 31, 2016		Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
Cash	$	1,137,633	$	1,137,633	$	—	$	—
Money market funds, included in cash equivalents	$	2,024,767	$	2,024,767	$	—	$	—

~~Collaboration~~Impairment ~~and~~of ~~license~~Long-Lived ~~revenue~~Assets

~~Merck~~ Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. The Company has recorded an impairment of $493,541 on the disposal of fixed assets during the nine months ended September 30, 2017 as a result of the Company’s decision to wind down operations. The Company recorded no impairment during the three and nine months ended September 30, 2016.

InCollaboration ~~December 2014, the Company entered into a study agreement with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company~~ and ~~Merck~~license subsequently amended the work plan under the Merck Agreement to also include non-small cell lung cancer tissues. Pursuant to the Merck Agreement, the Company conducted a specified research program using its platform technology to identify functional response of single cell types in colorectal cancer and non-small cell lung cancer in the presence or absence of immunomodulatory receptor modulators identified by Merck. Merck reimbursed the Company for the cost of performing the work plan set forth in the Merck Agreement, for up to a specified number of full-time employees at a pre-determined annual rate. In addition, Merck agreed to make certain milestone payments to the Company upon the completion of specified objectives set forth in the Merck Agreement and related work plan.revenue

6Merck

OnIn ~~May~~December 312014, ~~2017~~the Company entered into a study agreement with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company and Merck ~~further~~subsequently amended the work plan under the Merck Agreement to ~~extend~~also ~~the~~include ~~term~~non-small ~~until~~cell ~~the~~lung ~~earlier~~cancer oftissues. ~~(i)~~Pursuant ~~delivery~~ to the Merck ofAgreement, the ~~final~~Company ~~report~~conducted ofa ~~the~~specified ~~study~~research program ~~conducted~~using ~~pursuant~~its platform technology to ~~the~~identify ~~terms~~functional response of ~~the~~single ~~Merck~~cell ~~Agreement,~~types in colorectal cancer and non-small cell lung cancer in the presence or ~~(ii)~~absence ~~December~~of ~~17,~~immunomodulatory ~~2017.~~receptor ~~The May~~modulators ~~2017~~identified ~~amendment~~by ~~also~~Merck. ~~provides~~Merck reimbursed the Company for athe ~~revised~~cost of performing the work plan toset beforth ~~included~~ in the Merck Agreement., ~~During~~for ~~the~~up ~~three~~to ~~months~~a ~~ended~~specified number of full-time employees ~~June~~at ~~30,~~a ~~2017~~pre-determined annual rate. In addition, Merck agreed to make certain milestone payments to the Company ~~achieved~~upon the ~~second~~completion of ~~milestone~~specified ~~under~~objectives set forth in the Merck Agreement and related work plan.

InOn ~~June~~May 31, 2017, the Company ~~reduced~~and ~~headcount~~Merck ~~and~~further ~~eliminated~~amended ~~its~~the ~~research~~Merck ~~and~~Agreement ~~development~~to ~~function.~~extend Inthe ~~addition,~~term until the ~~Company~~earlier ~~sold~~of ~~all~~(i) delivery to Merck of the ~~equipment~~final ~~related~~report toof ~~its~~the ~~research~~study ~~and~~conducted ~~development~~pursuant ~~activities.~~to ~~The~~the ~~Company~~terms isof ~~currently~~the inMerck ~~the~~Agreement, ~~process~~or of(ii) ~~winding~~December ~~down~~17, ~~its~~2017. The ~~operations,~~May ~~disposing~~2017 ofamendment ~~its~~also ~~remaining~~provides ~~assets,~~for ~~and~~a ~~resolving~~revised ~~its~~work ~~outstanding~~plan ~~debts~~to be included in the Merck Agreement. ~~Consequently,~~During the ~~Company~~nine ~~does~~months ~~not~~ended ~~expect~~September to30, ~~conduct~~2017, ~~any~~the ~~further~~Company ~~activities~~achieved ~~pursuant~~the tosecond ~~its~~milestone ~~study~~under ~~agreement~~the ~~with~~ Merck Agreement.

~~There~~In ~~have~~June ~~been~~2017, nothe ~~other~~Company ~~material~~reduced ~~changes~~headcount toand ~~the~~eliminated ~~significant~~its ~~accounting~~research ~~policies~~and ~~previously~~development ~~disclosed~~function. inIn addition, the Company’s ~~Annual~~sold all ~~Report~~of onthe ~~Form~~equipment ~~10-K~~related ~~for~~to its research and development activities. The Company is currently in the ~~year~~process ~~ended~~of ~~December~~winding 31down its operations, ~~2016~~disposing of its remaining assets, ~~which~~and ~~was~~resolving ~~filed~~its ~~with~~outstanding debts. Consequently, the ~~SEC~~Company ondoes ~~March~~not ~~28,~~expect to ~~2017~~conduct any further activities pursuant to its study agreement with Merck.

~~Recent~~There ~~Accounting~~have ~~Pronouncements~~been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU No. 2014-09 to annual periods beginning after December 15, 2017, along with an option to permit early adoption as of the original effective date. The Company is required to adopt the amendments in ASU No. 2014-09 using one of two acceptable methods. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The ASU clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The ASU does not change the core principle of the guidance in Topic 606. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. The new revenue standard allows for either full retrospective or modified retrospective application. The Company anticipates using the modified retrospective approach to implement this standard. The effective date and transition requirements for the ASUs are the same as the effective date and transition requirements in Topic 606. Public entities should apply the ASUs for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not expect to record a material adjustment upon adoption as the Company’s current contracts with customers will be completed prior to adoption of the new standard using the modified retrospective application, which requires a cumulative effect of initially applying the standard to opening accumulated deficit as of January 1, 2018. The Company does anticipate changes in its revenue recognition policies for revenue generating contracts the Company may enter into in the future.7

InRecent ~~February~~Accounting 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. Early application is permitted. The Company is currently evaluating the impact the adoption of the accounting standard will have on its unaudited condensed consolidated financial statements.Pronouncements

In ~~November~~May ~~2016~~2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. In August 2015, the FASB issued ASU No. 2015-1814, ~~Statement~~Revenue offrom ~~Cash~~Contracts ~~Flows~~with Customers (Topic ~~230~~606): ~~Restricted~~Deferral ~~Cash.~~of the Effective Date, which deferred the effective date of ASU ~~2016~~No. 2014-1809 ~~requires~~to annual periods beginning ~~entities~~after December 15, 2017, along with an option to ~~reconcile~~permit ~~and~~early ~~explain~~adoption as of the ~~period-over-period~~original ~~change~~effective date. The Company is required to adopt the amendments in ~~total~~ASU ~~cash~~No. 2014-09 using one of two acceptable methods. In April 2016, ~~cash~~the ~~equivalents~~FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and ~~restricted~~Licensing. ~~cash~~The ~~within~~ASU ~~its~~clarifies ~~statements~~the following two aspects of ~~cash~~Topic ~~flows~~606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The ASU does not change the core principle of the guidance in Topic 606. In May 2016, the FASB issued ASU No. 2016-1812, isRevenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. The new revenue standard allows for either full retrospective or modified retrospective application. The Company anticipates using the modified retrospective approach to implement this standard. The effective date and transition requirements for ~~fiscal~~the ~~years,~~ASUs are the same as the effective date and ~~interim~~transition ~~periods~~requirements ~~within,~~in Topic 606. Public entities should apply the ASUs for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early ~~adoption~~application for public entities is permitted. Aonly ~~reporting~~as ~~entity~~of ~~must~~annual reporting ~~apply~~periods ~~the~~beginning ~~amendments~~after inDecember ~~ASU~~15, 2016~~-18~~, ~~using~~including ainterim ~~full~~reporting ~~retrospective~~periods ~~approach~~within that reporting period. The Company does isnot ~~currently~~expect ~~evaluating~~to ~~the~~record ~~impact~~a material adjustment upon adoption as the Company’s current contracts with customers will be completed prior to adoption of the ~~ASU~~new ~~will~~standard ~~have~~using onthe ~~its~~modified ~~unaudited~~retrospective ~~condensed~~application, ~~consolidated~~which ~~financial~~requires a cumulative effect ~~statements~~of initially applying the standard to opening accumulated deficit as of January 1, 2018. The Company does anticipate changes in its revenue recognition policies for revenue generating contracts the Company may enter into in the future.

7In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. Early application is permitted. The Company is currently evaluating the impact the adoption of the accounting standard will have on its unaudited condensed consolidated financial statements.

In ~~July~~November ~~2017~~2016, the FASB issued ASU No. ~~2017~~2016-1118, ~~Earnings~~Statement ~~per~~of ~~Share~~Cash ~~(Topic~~Flows ~~260); Distinguishing Liabilities from Equity~~ (Topic ~~480~~230)~~; Derivatives and Hedging (Topic 815)~~: ~~(Part~~Restricted I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope ExceptionCash. ~~The amendments in Part I of~~ ASU ~~2017~~2016-1118 ~~change the~~requires ~~classification~~entities ~~analysis~~to ofreconcile ~~certain~~and ~~equity-linked~~explain financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the ~~instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity~~period-~~classified~~over-period ~~instruments.~~change Asin atotal ~~result~~cash, acash ~~freestanding~~equivalents ~~equity-linked~~and ~~financial instrument~~restricted ~~(or~~cash ~~embedded~~within ~~conversion option) no longer would be accounted for as a derivative liability at fair value as a result~~its ofstatements ~~the existence~~ of acash ~~down round feature~~flows. ~~For~~ASU ~~freestanding~~2016-18 ~~equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it~~ is ~~triggered.~~ ~~That~~effective ~~effect~~for isfiscal ~~treated~~years, ~~as a dividend~~ and asinterim aperiods reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20within, ~~Debt—Debt~~beginning ~~with~~after ~~Conversion~~December ~~and Other Options)~~15, ~~including related EPS~~ ~~guidance (in Topic 260)~~2017. ~~The~~Early ~~amendments~~adoption inis ~~Part II of ASU 2017-11 recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception~~permitted. ~~Those~~A ~~amendments~~reporting doentity ~~not~~must ~~have an~~apply ~~accounting effect. For public entities,~~ the amendments in ~~Part I of~~ ASU ~~2017~~2016-1118 ~~are~~using ~~effective~~a ~~for~~full ~~fiscal~~retrospective ~~years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted~~approach. ~~The~~ The Company ~~does~~is ~~not~~currently ~~believe~~evaluating ~~that~~the impact the adoption of the ASU ~~2017-11~~ will have ~~a material impact~~ on its unaudited condensed consolidated ~~financial~~ financial statements.

~~Other~~In ~~accounting~~July ~~standards~~2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have ~~been~~down ~~issued~~round byfeatures are now subject to the ~~FASB~~specialized orguidance ~~other~~for ~~standards~~contingent beneficial conversion features (in Subtopic 470-~~setting~~20, ~~bodies~~Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of ASU 2017-11 recharacterize the indefinite deferral of certain provisions of Topic 480 that donow ~~not~~are ~~require~~presented ~~adoption~~as ~~until~~pending content in the Codification, to a scope exception. Those amendments do not have an accounting ~~future~~effect. ~~date~~For public entities, the amendments in Part I of ASU 2017-11 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not ~~expected~~believe tothat the adoption of ASU 2017-11 will have a material impact on ~~the~~its ~~Company’s~~ unaudited condensed consolidated financial statements.

~~4 - PROPERTY AND EQUIPMENT, NET~~8

~~Property~~Other ~~and~~accounting ~~equipment,~~standards ~~net~~that ~~consist~~have ofbeen issued by the ~~following:~~ FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

	June 30,		December 31,
	2017		2016
Laboratory equipment	$	—	$	2,398,685
Computer equipment and software		—		115,885
Furniture, fixtures and office equipment		—		73,734
Leasehold improvements		—		75,262
Property and equipment, gross		—		2,663,566
Less - Accumulated depreciation		—		(1,761,469	)
Property and equipment, net	$	—	$	902,097

4 - PROPERTY AND EQUIPMENT, NET

~~Depreciation~~Property and ~~amortization expense for the three months ended June 30~~equipment, ~~2017~~net ~~and~~consist ~~2016~~of ~~was $104,370 and $168,145, respectively. Depreciation and amortization expense for~~ the ~~six months ended June 30, 2017 and 2016 was $219,389 and $354,000, respectively.~~following:

On June 21, 2017, the Company completed an auction pursuant to which it sold all of the equipment related to its research and development activities. The Company received $277,188 in net proceeds from the sale of this equipment which was included in prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheet as of June 30, 2017, as proceeds were not collected until July 12, 2017. As a result of the equipment sale and the impairment of the Company’s remaining fixed assets, the Company incurred a loss on disposal of fixed assets of $435,011 during the three months ended June 30, 2017. Loss on disposal of fixed assets is included in wind down expenses on the condensed consolidated statement of operations for the three and six months ended June 30, 2017.

	September 30,		December 31,
	2017		2016
Laboratory equipment	$	—	$	2,398,685
Computer equipment and software		—		115,885
Furniture, fixtures and office equipment		—		73,734
Leasehold improvements		—		75,262
Property and equipment, gross		—		2,663,566
Less - Accumulated depreciation		—		(1,761,469	)
Property and equipment, net	$	—	$	902,097

8There was no depreciation and amortization expense for the three months ended September 30, 2017. Depreciation and amortization expense for the three months ended September 30, 2016 was $126,301. Depreciation and amortization expense for the nine months ended September 30, 2017 and 2016 was $219,389 and $480,301, respectively.

5On -June ~~RESTRICTED~~21, ~~CASH~~2017, the Company completed an auction pursuant to which it sold all of the equipment related to its research and development activities. The Company received $277,188 in net proceeds from the sale of this equipment. As a result of the equipment sale and the impairment of the Company’s remaining fixed assets, the Company incurred a loss on disposal of fixed assets of $435,011 during the nine months ended September 30, 2017. Loss on disposal of fixed assets is included in wind down expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2017.

~~The Company held $~~5~~,000 and $534,780 in restricted cash as of June 30, 2017 and December 31, 2016, respectively. The balance~~ as- ofRESTRICTED December 31, 2016 was primarily held on deposit with a bank to collateralize a standby letter of credit in the name of the Company’s facility lessor in accordance with the Company’s facility lease agreement. The Company is currently engaged in negotiations with the lessor regarding the disposition of the facility lease. The Company believes that, given the current circumstances, the letter of credit will only be used to offset future monthly rent payments. As a result, the Company extinguished the letter of credit and recorded wind down expenses of $529,699 during the three months ended June 30, 2017.CASH

6The -Company ~~ACCRUED~~held ~~EXPENSES~~$5,000 and $534,780 in restricted cash as of September 30, 2017 and December 31, 2016, respectively. The balance as of December 31, 2016 was primarily held on deposit with a bank to collateralize a standby letter of credit in the name of the Company’s facility lessor in accordance with the Company’s facility lease agreement. The Company is currently engaged in negotiations with the lessor regarding the disposition of the facility lease. The Company extinguished the letter of credit and recorded wind down expenses of $529,699 during the nine months ended September 30, 2017. In October 2017, following the Company’s determination to discontinue monthly rent payments for periods after July 2017, and the lessor’s notice to the Company terminating the facility lease agreement, the lessor took possession of the Company’s cash security deposit in the amount of $529,699.

~~The Company’s accrued expenses consist of the following as of:~~9

	June 30,		December 31,
	2017		2016
Accrued wages and benefits	$	44,708	$	222,141
Accrued professional fees		56,975		130,350
Accrued other		37,745		33,864
Total accrued expenses	$	139,428	$	386,355

6 - ACCRUED EXPENSES

7The -Company’s ~~DEBT~~accrued expenses consist of the following as of:

Equipment Lease Financing

	September 30,		December 31,
	2017		2016
Accrued wages and benefits	$	43,337	$	222,141
Accrued professional fees		88,225		130,350
Accrued other		66,144		33,864
Total accrued expenses	$	197,706	$	386,355

In7 ~~December~~- 2015, the Company and Fountain Leasing 2013 LP (“Fountain”) entered into a master lease agreement and related transaction documents, pursuant to which Fountain provided the Company with $506,944 for the purchase of research and development lab equipment (the “Fountain Lease”). Fountain’s security under the Fountain Lease is the equipment purchased and a security deposit in the amount of $101,389. The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% for the final 12 months of the initial term.DEBT

~~The~~Equipment ~~Company~~Lease recorded current equipment lease financing of $251,631 and long-term equipment lease financing of $14,840 as of December 31, 2016. The equipment is included in property and equipment on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2016.Financing

OnIn ~~June~~December 132015, ~~2017,~~ the Company and Fountain Leasing 2013 LP (“Fountain”) entered into ana master lease agreement and ~~with~~related ~~Fountain~~transaction documents, pursuant to ~~buy~~which ~~out~~Fountain provided the ~~remaining~~Company ~~equipment~~with ~~lease.~~$506,944 ~~The~~for ~~Company~~the ~~agreed~~purchase of research toand ~~pay~~development ~~Fountain~~lab ~~$204,045~~equipment (the “~~Buyout~~Fountain ~~Price~~Lease”). toFountain’s ~~terminate~~security under the Fountain Lease. ~~Fountain~~is ~~applied~~the ~~security~~equipment ~~deposits~~ purchased and ~~prepayments~~a security deposit in the ~~aggregate~~ amount of $~~111~~101,389. toThe ~~offset~~initial term of the ~~Buyout~~Fountain ~~Price~~Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the ~~Company~~12 ~~paid~~months thereafter. Pursuant to the terms of the Fountain Lease, the ~~remaining~~Company ~~amount~~has an option at the end of the initial term to purchase the equipment for the greater of $9225,~~656.~~347 Asor acurrent ~~result~~fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also ~~recorded~~has athe ~~loss~~option onto ~~disposal~~extend ofthe ~~fixed~~Fountain ~~assets~~Lease for an additional 12 month period at a rate of $588,~~530~~872 ~~during~~per month with the ~~three~~right at ~~months~~the ~~ended~~end ~~June 30,~~of ~~2017~~such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The ~~Company~~Fountain Lease ~~subsequently~~has ~~sold~~a ~~this~~lease ~~and~~rate ~~other~~factor ~~laboratory~~of ~~equipment~~4.25% inper anmonth ~~auction~~for ~~that~~the ~~ended~~first on24 ~~June~~months ~~21,~~and ~~2017~~0.25% for the final 12 months of the initial term.

~~2017~~The ~~Unit~~Company ~~Offering~~recorded current equipment lease financing of $251,631 and long-term equipment lease financing of $14,840 as of December 31, 2016. The equipment is included in property and equipment on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2016.

On ~~May~~June 1913, 2017 ~~(the “Closing Date”)~~, the Company entered into aan ~~Subscription~~agreement ~~Agreement (the “Subscription Agreement”)~~ with ~~certain~~Fountain ~~accredited investors, pursuant~~ to ~~which~~buy ~~these~~out ~~investors (~~the ~~“Holders”)~~remaining ~~purchased~~equipment ~~668~~lease. ~~Units~~The ~~(the~~Company ~~“2017~~agreed ~~Units”)~~to ofpay ~~the~~Fountain ~~Company’s securities, at a purchase price of~~ $1204,~~000~~045 ~~per Unit~~ (the “~~2017~~Buyout ~~Unit Offering~~Price”)~~. Each~~ ofto terminate the ~~2017~~Fountain ~~Units~~Lease. ~~consists~~Fountain ofapplied ~~(i)~~security deposits aand ~~12%~~prepayments ~~Senior~~in ~~Secured Promissory Note (~~the ~~“2017~~aggregate ~~Notes”),~~amount ~~with a face value~~ of $1111,~~150,~~389 ~~and~~to ~~(ii)~~offset ~~a warrant (~~the ~~“Investor~~Buyout ~~Warrant”)~~Price, toand ~~purchase~~the ~~11,500~~Company ~~shares~~paid ofFountain the ~~Company’s~~remaining amount ~~common~~of ~~stock,~~ $092,656.~~001~~ ~~par~~As ~~value~~a ~~per~~result, ~~share (~~the ~~“Common~~Company ~~Stock”),~~recorded ~~exercisable~~a ~~until~~loss ~~five~~on ~~years~~disposal ~~after the date~~ of ~~the~~fixed ~~closing,~~assets ~~at an exercise price~~ of $~~0.10~~58,530 ~~per~~during ~~share~~the ~~(subject~~nine tomonths ~~adjustment~~ended September in30, ~~certain circumstances)~~2017. The Company ~~recorded~~subsequently ~~$461,367~~sold inthis ~~net proceeds, after deducting placement agent expenses~~ and ~~fees, as well as~~ other ~~transaction~~laboratory ~~expenses,~~equipment in ~~connection~~an ~~with~~auction ~~the~~that ~~sale of~~ended ~~the~~on ~~2017~~June ~~Units~~21, 2017.

92017 Unit Offering

~~Interest~~On onMay ~~the~~19, 2017 ~~Notes~~(the is“Closing ~~payable~~Date”), onthe Company entered into a Subscription Agreement (the ~~face~~“Subscription Agreement”) ~~value~~with ofcertain accredited investors, pursuant to which these investors (the “Holders”) purchased 668 Units (the “2017 ~~Notes~~Units”) of the Company’s securities, at a purchase price of $1,000 per Unit (the ~~rate~~“2017 Unit Offering”). Each of the 2017 Units consists of (i) a 12% ~~per~~Senior ~~annum~~Secured Promissory Note (the “2017 Notes”), ~~which~~with isa ~~cumulative~~face ~~and~~value ~~due~~of $1,150, and (ii) a warrant (the “Investor ~~payable~~Warrant”) into purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “~~Interest Shares~~Common Stock”)., ~~The~~exercisable ~~2017~~until ~~Notes~~five ~~have~~years aafter ~~stated~~the ~~maturity~~ date of 12the ~~months~~closing, ~~from~~at ~~the~~an ~~Closing~~exercise ~~Date~~price of $0.10 per share (subject to adjustment in certain circumstances). The ~~2017~~Company ~~Notes~~recorded ~~will~~$461,367 ~~rank~~in ~~senior~~net toproceeds, ~~all~~after ~~existing~~deducting ~~indebtedness~~placement ofagent ~~the~~expenses and ~~Company~~fees, ~~except~~as well as ~~otherwise~~ ~~set~~other ~~forth~~transaction expenses, in connection with the sale of the 2017 ~~Notes~~Units.

InInterest on the ~~event~~2017 ofNotes ~~any~~is ~~liquidation,~~payable ~~dissolution~~on orthe ~~winding~~face upvalue of the ~~Company,~~2017 ~~the~~Notes ~~Holders~~at ~~will~~the berate ~~entitled to receive, out~~ of ~~assets available therefor, an amount equal to 124~~12% ofper ~~the outstanding principal amount of the 2017 Notes~~annum, ~~together~~which ~~with~~is ~~accrued~~cumulative and ~~unpaid interest~~ due ~~thereon.~~and payable Inin ~~the~~shares ~~event~~ of aCommon ~~sale~~Stock of (the ~~Company~~“Interest ~~during~~Shares”). ~~the~~The ~~term of the~~ 2017 Notes, athave ~~the~~a ~~closing~~stated ofmaturity ~~such sale, at~~date ~~the option~~ of ~~each~~12 ~~Holder,~~months from the ~~Holders~~Closing ~~will~~Date. beThe ~~entitled~~2017 toNotes ~~receive~~will anrank ~~amount~~senior ~~equal~~ to ~~200%~~all ofexisting ~~the~~indebtedness ~~outstanding principal amount~~ of the ~~2017 Notes and the associated accrued and unpaid interest due thereon; provided~~Company, ~~that~~except ~~such~~as ~~amount~~otherwise set ~~will~~forth ~~be paid~~ in ~~either cash or securities of~~ the ~~acquiring~~2017 ~~entity at such acquiring entity’s discretion~~Notes.

The 2017 Notes are convertible at the option of the Holders, in whole or in part, into shares of Common Stock (the “Conversion Shares” and together with the Interest Shares, the “Repayment Shares”) at any time after the earlier of (i)10 the date a registration statement registering the Repayment Shares is declared effective by the SEC or (ii) six months after the date of the initial closing of the 2017 Unit Offering. If no conversion has taken place within 12 months after the Closing Date the 2017 Notes, together with accrued and unpaid interest thereon, will automatically convert into the Repayment Shares.

~~The~~In ~~conversion~~the ~~price~~event ~~per share~~ of ~~Common~~any ~~Stock~~liquidation, indissolution ~~either~~or ~~event~~winding ~~listed~~up ~~above~~of is the ~~lesser~~Company, ofthe ~~(i) $0.10~~Holders ~~per~~will ~~share~~be ~~(subject~~entitled to ~~adjustment~~ inreceive, ~~certain~~out ~~circumstances)~~of assets available therefor, oran ~~(ii) 75~~amount equal to 124% of the ~~volume~~outstanding ~~weighted~~principal ~~average~~amount ~~price~~ of the ~~Common~~2017 ~~Stock~~Notes, ~~during~~together 10with ~~consecutive~~accrued and unpaid ~~trading~~interest ~~days~~due ~~ending~~thereon. onIn the ~~trading~~event ~~day~~of ~~immediately~~a ~~prior~~sale toof the ~~conversion~~Company ~~date~~during the term of the 2017 Notes, ~~subject~~at tothe aclosing ~~floor~~of such sale, at the option of ~~$0.03~~each ~~per~~Holder, ~~share~~the ~~(which floor~~Holders iswill ~~subject~~be entitled to ~~adjustment~~receive inan ~~certain~~amount ~~circumstances~~equal ifto ~~the~~200% ~~Company~~of ~~issues~~the ~~Common~~outstanding ~~Stock,~~principal ~~or Common~~amount ~~Stock~~of ~~equivalents,~~the at2017 aNotes ~~price~~and ~~below~~the ~~$0.03~~associated ~~per~~accrued ~~share~~and ofunpaid ~~Common~~interest ~~Stock~~due thereon; provided, ~~and~~that tosuch ~~proportionate~~amount ~~adjustment~~will be paid in ~~certain~~either cash ~~other~~or ~~circumstances)~~securities of the acquiring entity at such acquiring entity’s discretion.

The 2017 Notes ~~provide~~are ~~that~~convertible at the ~~outstanding~~option ~~principal amount~~ of the ~~2017 Notes~~Holders, ~~together~~in ~~with~~whole ~~accrued~~or ~~and~~in ~~unpaid interest due thereon~~part, ~~will~~ ~~convert~~into ~~automatically~~shares ~~into~~of Common Stock on (the ~~date~~“Conversion Shares” ~~on which the Company completes~~ and ~~closes~~together anwith ~~offering involving~~ the ~~sale of~~Interest ~~at least $5~~Shares,~~000,000~~ ofthe ~~equity~~“Repayment ~~securities~~Shares”) orat ~~securities~~any ~~convertible~~time ~~into or exercisable for equity securities by~~ after the ~~Company (a~~earlier ~~“Qualified~~of ~~Financing”~~(i). At the ~~closing~~date of a ~~Qualified~~registration ~~Financing,~~statement ~~all~~registering ~~outstanding~~the ~~principal~~Repayment ~~and~~Shares ~~accrued~~is ~~interest then~~declared ~~due~~effective onby the ~~2017~~SEC ~~Notes~~or ~~shall~~(ii) six ~~automatically~~months beafter ~~converted~~the ~~into~~date aof ~~number~~the ofinitial ~~shares~~closing of ~~Common Stock based upon a 25% discount to~~ the ~~lesser~~2017 ofUnit ~~(i)~~Offering. ~~the~~If ~~lowest~~no ~~price~~conversion athas ~~which~~taken ~~Common~~place ~~Stock~~within is12 ~~sold~~months after in the ~~Qualified~~Closing ~~Financing,~~Date ~~or (ii)~~ the ~~lowest~~2017 ~~price~~Notes, attogether ~~which securities~~with ~~sold~~accrued inand ~~the~~unpaid ~~Qualified~~interest ~~Financing~~thereon, ~~can~~will beautomatically ~~exercised~~convert ~~for or converted~~ into ~~Common~~the Repayment ~~Stock~~Shares.

The ~~Company’s~~conversion ~~obligations~~price ~~under~~per ~~the~~share ~~2017~~of ~~Notes~~Common ~~are~~Stock ~~secured,~~in ~~pursuant~~either toevent ~~the~~listed ~~terms~~above ofis anthe ~~Intellectual~~lesser ~~Property~~of ~~Security Agreement~~ (~~the~~i) ~~“Security~~$0.10 ~~Agreement”),~~per ~~dated~~share as(subject ofto ~~the~~adjustment in ~~Closing~~certain ~~Date~~circumstances), ~~among~~or ~~the Grantors~~ (asii) ~~defined~~75% ~~below),~~of the ~~Holders~~volume ~~and~~weighted ~~the collateral~~average ~~agent~~price ~~for~~of the ~~Holders~~Common ~~named~~Stock ~~therein,~~during by10 aconsecutive ~~first~~trading days ~~priority~~ending ~~security~~on ~~interest~~the intrading ~~all~~day ~~now~~immediately ~~owned~~prior orto ~~hereafter~~the ~~acquired~~conversion ~~intellectual property~~date, ofsubject ~~the~~to ~~Company~~a ~~and~~floor ~~Enumeral~~of ~~Biomedical Corp~~$0.,03 aper ~~wholly-owned~~share ~~subsidiary~~(which offloor ~~the~~is subject ~~Company~~to ~~(the~~adjustment ~~“Subsidiary” and~~in ~~together~~certain ~~with~~circumstances if the Company, ~~the~~issues ~~“Grantors”)~~Common Stock, ~~except~~or toCommon ~~the~~Stock ~~extent~~equivalents, ~~such~~at ~~intellectual~~a ~~property~~price ~~cannot be assigned~~below or$0.03 ~~the~~per ~~creation~~share of aCommon ~~security~~Stock, ~~interest~~and ~~would~~to beproportionate ~~prohibited~~adjustment byin ~~applicable~~certain ~~law~~other ~~or contract~~circumstances).

~~Pursuant~~The to2017 ~~the~~Notes ~~terms~~provide ofthat athe ~~Placement~~outstanding ~~Agency~~principal ~~Agreement~~amount (of the ~~“Placement~~2017 ~~Agency Agreement”)~~Notes, ~~dated~~together aswith ofaccrued ~~May~~and ~~12,~~unpaid ~~2017,~~interest ~~between~~due thereon, ~~the~~will ~~Company~~convert ~~and~~automatically ~~the~~into ~~placement~~Common ~~agents~~Stock ~~for~~on the ~~2017~~date ~~Unit~~on ~~Offering~~which (the ~~“Placement~~Company ~~Agents”),~~completes ~~the~~and ~~Placement~~closes ~~Agents~~an ~~are paid~~offering ainvolving ~~commission~~the ~~equal~~sale of toat ~~ten~~least ~~percent~~$5,000,000 ~~(10%)~~ of ~~the~~equity ~~gross~~securities ~~proceeds~~or atsecurities ~~each~~convertible ~~closing~~into ofor ~~the~~exercisable ~~2017~~for ~~Unit~~equity ~~Offering~~securities (by the ~~“Placement~~Company ~~Agent~~(a ~~Cash~~“Qualified ~~Fee~~Financing”). ~~The~~At ~~Placement~~the ~~Agency~~closing ~~Agreement~~of ~~also~~a ~~provides~~Qualified ~~that the Placement Agents~~Financing, orall ~~their~~outstanding ~~designees,~~principal ~~will~~and ~~receive~~accrued ~~five-year~~interest ~~warrants~~then (due on the “2017 ~~Placement~~Notes ~~Agent~~shall ~~Warrants”)~~automatically tobe ~~purchase~~converted into a number of shares of Common Stock atbased anupon ~~exercise~~a 25% ~~price~~discount ~~of $0.05 per share equal~~ to ~~10% of~~ the ~~number~~lesser of ~~Conversion~~(i) ~~Shares~~the ~~issuable~~lowest ~~upon~~price ~~conversion~~at ofwhich ~~the~~Common ~~2017~~Stock ~~Notes~~is ~~issued~~sold ~~at each~~in ~~closing of~~ the ~~2017~~Qualified ~~Unit Offering~~Financing, ~~based~~or on(ii) ~~a conversion price of $0.10 per share. In accordance with~~ the ~~terms~~lowest ~~of the Placement~~price ~~Agency~~at ~~Agreement,~~which onsecurities ~~the~~sold ~~Closing~~in ~~Date~~ the ~~Company~~Qualified ~~issued~~Financing ~~2017~~can ~~Placement~~be ~~Agent~~exercised ~~Warrants~~for toor ~~purchase~~converted aninto ~~aggregate of 768,200 shares of~~ Common Stock ~~on the terms set forth above to the Placement Agents~~.

10The Company’s obligations under the 2017 Notes are secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract.

~~The~~On ~~Placement~~October ~~Agency~~23, ~~Agreement also provides that if~~2017, ~~within~~the 12Grantors ~~months~~entered ofinto ~~the~~Amendment ~~first~~No. ~~closing~~1 ofto the ~~2017~~Security ~~Unit~~Agreement ~~Offering,~~ (the ~~Company~~“Amendment”) ~~completes~~with acertain ~~financing~~Holders orwho ~~similar~~constituted ~~transaction~~Majority Holders (aas ~~“Subsequent~~defined ~~Financing”)~~in ~~with~~the aSecurity ~~party~~Agreement). ~~introduced~~Pursuant to the ~~Company~~terms byof the Amendment, the ~~Placement~~Security ~~Agents~~Agreement inwas ~~connection~~amended ~~with~~to ~~the~~exclude ~~2017~~from ~~Unit~~the ~~Offering,~~definition ~~and~~of acollateral ~~Placement~~in ~~Agent~~the ~~does~~Security ~~not~~Agreement ~~participate~~all inintellectual ~~such financing or~~property ~~similar~~and ~~transaction,~~other ~~the~~assets ~~Placement~~related ~~Agent shall be entitled~~ to ~~receive~~the aGrantors’ ~~Placement~~TIM-3 ~~Agent~~antibody ~~Cash~~program ~~Fee~~ and ~~2017~~CD39 ~~Placement~~antibody ~~Agent~~program, ~~Warrants for~~and ~~such~~to ~~Subsequent~~terminate ~~Financing in~~ the security ~~same~~interest ~~manner~~held asby ~~calculated for~~ the ~~2017~~Holders ~~Unit~~in ~~Offering~~such assets.

~~The~~Pursuant ~~2017~~to ~~Notes~~the ~~were~~terms ~~recorded~~of ata ~~their~~Placement ~~face~~Agency ~~value~~Agreement (the “Placement Agency Agreement”), dated as of ~~$768~~May 12,~~200~~ 2017, between the Company and ~~then~~the ~~subsequently~~placement ~~reduced~~agents byfor the ~~discount~~2017 onUnit Offering (the ~~2017~~“Placement ~~Notes~~Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the 2017 Unit Offering ~~$100,200,~~(the ~~placement~~“Placement ~~agent~~Agent ~~commissions,~~Cash ~~legal~~Fee”). ~~fees~~The ~~and~~Placement ~~related~~Agency ~~transaction~~Agreement ~~expenses~~also ofprovides ~~$206~~that the Placement Agents,~~633~~ or their designees, ~~and~~will areceive ~~beneficial~~five-year ~~conversion~~warrants (the “2017 Placement Agent Warrants”) to purchase ~~feature~~a ~~and~~number ~~debt~~of ~~discounts~~shares ~~totaling~~of Common Stock at an exercise price of $~~461,367~~0.05 ~~Some~~per share equal to 10% of ~~these~~the ~~amounts~~number ~~were~~of ~~capped~~Conversion asShares ~~they~~issuable upon ~~exceeded~~conversion of the ~~face~~2017 ~~value~~Notes issued at each closing of the 2017 ~~Notes.~~Unit ~~The~~Offering, ~~Company~~based ~~subsequently~~on ~~accreted~~a conversion price of $~~768,200,~~0.10 per share. In accordance with the ~~sum~~terms of the ~~amounts~~Placement ~~above~~Agency Agreement, toon ~~interest~~the ~~expense~~Closing ~~during~~Date the ~~three~~Company issued 2017 Placement Agent Warrants ~~months~~to ~~ended~~purchase ~~June~~an 30aggregate of 768,200 ~~2017~~shares asof aCommon ~~result~~Stock ofon ~~its~~the ~~decision~~terms toset ~~wind~~forth ~~down~~above to the ~~business~~Placement Agents.

~~8 - COMMITMENTS~~11

~~Operating~~The ~~Leases~~Placement Agency Agreement also provides that if, within 12 months of the first closing of the 2017 Unit Offering, the Company completes a financing or similar transaction (a “Subsequent Financing”) with a party introduced to the Company by the Placement Agents in connection with the 2017 Unit Offering, and a Placement Agent does not participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash Fee and 2017 Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for the 2017 Unit Offering.

InPursuant ~~March~~to ~~2015,~~a ~~the~~Registration ~~Company~~Rights ~~relocated~~Agreement, ~~its~~dated ~~offices~~as ~~and~~of ~~research~~the ~~laboratories~~Closing toDate ~~200~~(the ~~CambridgePark~~“Registration ~~Drive~~Rights ~~in Cambridge~~Agreement”), ~~Massachusetts.~~ ~~The~~the Company isgranted ~~leasing~~registration ~~16,825~~rights ~~square~~to ~~feet~~each atHolder ~~this~~with ~~facility~~respect ~~(the “Premises”) pursuant~~ to ~~Indenture~~the ofRepayment ~~Lease~~Shares ~~(the~~and ~~“Lease”) that~~ the ~~Company~~shares ~~entered~~of ~~into~~Common inStock ~~November~~issuable upon ~~2014.~~exercise ~~The term~~ of the ~~Lease~~Investor isWarrants ~~for~~(the ~~five~~“Investor ~~years~~Warrant Shares”), and to the ~~initial~~Placement ~~base~~Agent ~~rent is $42.50 per~~with ~~square~~respect ~~foot,~~to orthe ~~approximately~~shares ~~$715,062~~of onCommon anStock ~~annual~~issuable ~~basis.~~upon ~~The~~exercise ~~base~~of ~~rent~~the ~~will~~2017 ~~increase~~Placement ~~incrementally~~Agent ~~over~~Warrants (the ~~term~~“Placement Agent ofWarrant ~~the~~Shares,” ~~Lease~~and, ~~reaching~~ ~~approximately~~together ~~$804,739~~with onthe anRepayment ~~annual~~Shares ~~basis~~and inInvestor Warrant Shares, the ~~fifth~~“Registrable Shares”). ~~year~~Under the terms of the ~~term.~~Registration InRights ~~addition~~Agreement, the Company isagreed ~~obligated~~ to ~~pay a~~use ~~proportionate~~its ~~share~~commercially ofreasonable efforts ~~the~~to ~~operating~~promptly, ~~expenses~~but ~~and~~no ~~applicable~~later ~~taxes~~than ~~associated~~60 ~~with~~calendar ~~the~~days ~~premises,~~from asthe ~~calculated~~final ~~pursuant~~closing todate ~~the terms~~ of the ~~Lease.~~2017 ~~The~~Unit ~~Company~~Offering is(the ~~also~~“Final Closing ~~obligated~~Date”), tofile ~~deliver~~ a ~~security~~registration ~~deposit~~statement towith the ~~landlord~~SEC in (the ~~amount~~“Registration ~~of $529,699, either~~Statement”) into register the ~~form~~resale of ~~cash~~the orRegistrable ~~an irrevocable letter of credit~~Shares. The Company ~~has~~also ~~recorded~~agreed ~~deferred~~to ~~rent~~use inits ~~connection~~commercially ~~with~~reasonable ~~the~~efforts ~~Lease~~to asensure ofthat ~~December~~such ~~31,~~Registration ~~2016~~Statement inis ~~the~~declared ~~amount~~effective within 135 calendar days of ~~$63,116~~the Final Closing Date.

InThe ~~connection~~Registration ~~with~~Rights Agreement provides that if the Company’s ~~decision~~is tolate ~~wind~~in ~~down~~filing ~~its~~the ~~remaining~~Registration ~~operations,~~Statement or if the ~~Company~~Registration Statement ~~recorded~~is ~~wind~~not ~~down~~declared ~~expenses~~effective within 135 days of ~~$561~~ the Final Closing Date,~~705~~ ~~during~~or ~~the~~if ~~three~~certain ~~months~~other ~~ended~~Registration ~~June~~Events 30(as defined in the Registration Rights Agreement) occur, ~~2017.~~the ~~This~~Company iswill be required to pay the ~~result~~holders of ~~the~~Registrable ~~extinguishment~~Shares liquidated damages at a rate of ~~prepaid~~12% ~~rent~~per annum of ~~$99~~(i) the aggregate purchase price paid by such holder for the Registrable Shares pursuant to the Subscription Agreement,~~115~~ or (ii) $0.05 per share of Registrable Shares issued and ~~restricted~~ ~~cash~~issuable to such holder upon exercise of ~~$529~~the 2017 Placement Agent Warrants,~~699~~ subject to certain limitations set forth in the Registration Rights Agreement; provided, however, ~~offset~~that byin no event shall the ~~extinguishment~~aggregate of ~~deferred~~any ~~rent~~such ofliquidated ~~$67,109,~~damages ~~all~~exceed five percent (5%) of ~~which~~the ~~were~~applicable ~~associated~~foregoing amounts described above with respect to such holder’s Registrable Shares that are affected by all Registration Events in the ~~Lease~~aggregate. No liquidated damages will accrue and accumulate with respect to (a) any Registrable Shares removed from the ~~The~~Registration ~~Company~~Statement ~~expects~~in response to ~~offset~~a ~~future~~comment ~~rent~~from ~~obligations~~the ~~against~~staff ~~its~~of ~~security~~the ~~deposit~~SEC ~~under~~limiting the ~~Lease~~number of shares of Common Stock which may be included in the Registration Statement. As of the date of this filing, the Company has not filed a Registration Statement, and the Company has accrued approximately $17,000 for liquidated damages as of September 30, 2017.

InThe ~~addition~~2017 Notes were recorded at their face value of $768,200 ~~the~~and ~~Company~~then ~~maintained~~subsequently areduced ~~small~~by ~~corporate~~the ~~office~~discount aton ~~1370~~the ~~Broadway~~2017 inNotes ~~New~~of ~~York~~$100,200, placement ~~New~~agent ~~York~~commissions, atlegal anfees ~~annual~~and ~~rent~~related transaction expenses of $23206,~~100.~~633, and a beneficial conversion feature and debt discounts totaling $461,367. Some of these amounts were capped as they exceeded the face value of the 2017 Notes. The ~~lease~~Company subsequently ~~for~~accreted $768,200, the sum of the amounts above, to interest expense during the period ended June 30, 2017 as a result of its decision to wind down the business. The Company’s ~~New~~recorded ~~York~~$23,316 ~~office~~and ~~expired~~$33,702 onin ~~December~~interest 31expense related to the 2017 Notes during the three and nine month periods ended September 30, ~~2016~~2017, respectively.

~~Rent~~8 ~~expense~~- ~~was $322,014 and $314,481 for the three months ended June 30, 2017 and 2016, respectively. Rent expense was $619,519 and $646,820 for the six months ended June 30, 2017 and 2016, respectively.~~COMMITMENTS

~~Future~~Operating ~~operating lease commitments are as follows:~~Leases

For the twelve months ended June 30,	Amount
2018	$	766,210
2019		789,149
2020		536,493
Total	$	2,091,852

In March 2015, the Company relocated its offices and research laboratories to 200 CambridgePark Drive in Cambridge, Massachusetts. The Company is leasing 16,825 square feet at this facility (the “Premises”) pursuant to Indenture of Lease (the “Lease”) that the Company entered into in November 2014. The term of the Lease is for five years, and the initial base rent is $42.50 per square foot, or approximately $715,062 on an annual basis. The base rent will increase incrementally over the term of the Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. In addition, the Company is obligated to pay a proportionate share of the operating expenses and applicable taxes associated with the premises, as calculated pursuant to the terms of the Lease. The Company is also obligated to deliver a security deposit to the landlord in the amount of $529,699, either in the form of cash or an irrevocable letter of credit. The Company has recorded deferred rent in connection with the Lease as of December 31, 2016 in the amount of $63,116.

~~Employment Agreements~~12

~~The~~In August 2017, the Company ~~has~~received a letter ~~agreements~~(the ~~with~~“Termination ~~its~~Letter”) ~~three~~on ~~remaining~~behalf ~~employees~~of PPF OFF 200 Cambridge Park Drive, LLC (the “Landlord”) terminating the Lease. The Termination Letter stated that ~~contain~~the ~~provisions~~Landlord has ~~for~~terminated the Lease effective immediately, pursuant to Section 20.2 thereof. The Termination Letter noted that the Company had failed to pay certain items of rent and other charges due on August 1, 2017, and that such failure had continued ~~payments~~through the applicable cure period following initial notice delivered to the Company, which constitutes an Event of ~~minimum~~Default ~~annual~~(as defined in ~~salaries~~the Lease). The Termination Letter stated that the Company is directed to immediately quit, surrender and ~~severance~~deliver ~~benefits~~up inthe premises that are the ~~event~~subject of ~~certain~~the ~~terminations~~Lease. The Termination Letter also noted that the Landlord reserves the right to avail itself of ~~employment~~all rights and remedies under the Lease, at law and/or in equity.

11In connection with the Company’s decision to wind down its remaining operations, the Company recorded wind down expenses of $561,705 during the nine months ended September 30, 2017. This is the result of the extinguishment of prepaid rent of $99,115 and restricted cash of $529,699, offset by the extinguishment of deferred rent of $67,109, all of which were associated with the Lease. In October 2017, following the Company’s determination to discontinue monthly rent payments for periods after July 2017, and the Landlord’s delivery of the Termination Letter to the Company, the Landlord took possession of the Company’s cash security deposit in the amount of $529,699.

9In -addition, ~~LICENSE~~the ~~AGREEMENT~~Company ~~AND~~maintained ~~RELATED-PARTY~~a ~~TRANSACTIONS~~small corporate office at 1370 Broadway in New York, New York, at an annual rent of $23,100. The lease for the Company’s New York office expired on December 31, 2016.

~~License~~Rent ~~Agreement~~expense was $18,966 and $282,423 for the three months ended September 30, 2017 and 2016, respectively. Rent expense was $638,485 and $929,243 for the nine months ended September 30, 2017 and 2016, respectively.

InThe ~~April~~Company ~~2011,~~has ~~Enumeral~~made ~~licensed~~monthly ~~certain~~rent ~~intellectual~~payments ~~property~~under ~~from~~ the ~~Massachusetts~~Lease ~~Institute~~for ofperiods ~~Technology~~through ~~(“MIT”), then~~July ~~a related party (as one of Enumeral’s scientific co-founders was an employee of MIT)~~2017, ~~pursuant~~but ~~to an Exclusive License Agreement (as subsequently amended,~~ the ~~“License~~Company ~~Agreement”),~~has innot ~~exchange~~made ~~for~~any ~~the payment of upfront license fees~~monthly ~~and~~rent ~~a commitment to pay annual license fees, patent costs, milestone~~ payments, ~~royalties~~that onwere ~~sublicense~~subsequently ~~income~~due. ~~and,~~The ~~upon~~future ~~product commercialization,~~operating ~~royalties~~lease oncommitments ~~the~~listed ~~sales~~below ofdo ~~products~~not ~~covered~~reflect by the ~~licenses or income from corporate partners~~$529,699 ~~and the issuance~~cash ofsecurity ~~66,303~~deposit ~~shares~~that ~~of Enumeral common stock (which were subsequently converted into 73,074 shares of~~ the ~~Company’s~~Landlord ~~common stock~~took inpossession ~~connection with the July 2014 Merger). The License Agreement also initially contained certain participation rights and anti-dilution rights, pursuant to which MIT received additional shares~~ of ~~Enumeral common stock. These participation and anti-dilution rights were removed~~ in aOctober subsequent amendment to the License Agreement. The intellectual property portfolio under the License Agreement includes patents owned by Harvard University or co-owned by MIT and The Whitehead Institute, or MIT and Massachusetts General Hospital.2017:

In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral paid an annual fee of $50,000 in 2017, and is obligated to pay $50,000 every year hereafter unless the License Agreement is terminated. During the three months ended June 30, 2017, the Company recorded an accrual of $10,000 for the required percentage of the Merck milestone payment owed to MIT pursuant to the terms of the License Agreement. During the three months ended June 30, 2016, the Company recorded an accrual of $100,000 for the required percentage of the Pieris license payments owed to MIT pursuant to the terms of the License Agreement. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement.

For the twelve months ended September 30,	Amount
2018	$	898,329
2019		794,996
2020		335,308
Total	$	2,028,633

AsEmployment ~~part of the Company’s ongoing wind down efforts that began in June 2017, the Company does not expect that the License Agreement with MIT will continue.~~Agreements

~~All amounts incurred related to the license fees have been expensed as research and development expenses by Enumeral as incurred.~~ The Company ~~incurred~~has ~~$12,500~~letter ~~and~~agreements ~~$10,000~~with inits ~~the~~two ~~three~~remaining ~~months~~employees ~~ended~~that ~~June~~contain ~~30,~~provisions ~~2017~~for ~~and~~continued ~~2016,~~payments ~~respectively.~~of ~~The~~minimum ~~Company incurred~~annual ~~$25,000~~salaries and ~~$20,000~~severance benefits in the ~~six~~event ~~months~~of ~~ended~~certain ~~June~~terminations ~~30,~~of ~~2017 and 2016, respectively~~employment.

~~The~~9 ~~Company~~- ~~reimburses~~LICENSE ~~the~~AGREEMENT ~~costs~~AND toRELATED-PARTY MIT and Harvard University for the continued prosecution of the licensed patent estate. For the three months ended June 30, 2017 and 2016, the Company paid $16,987 and $44,995 for MIT and $1,490 and $10,063 for Harvard, respectively. For the six months ended June 30, 2017 and 2016, the Company paid $29,493 and $139,640 for MIT and $20,863 and $15,341 for Harvard, respectively. The Company had accounts payable and accrued expenses of $15,460 and $43,053 associated with the reimbursement of costs to MIT and Harvard as of June 30, 2017 and December 31, 2016, respectively.TRANSACTIONS

~~Consulting~~License ~~Agreements~~Agreement

In ~~September~~April ~~2014~~2011, ~~the~~Enumeral ~~Company~~licensed ~~and~~certain ~~Dr.~~intellectual ~~Buckland~~property ~~entered~~from ~~into~~the aMassachusetts ~~Scientific~~Institute ~~Advisory~~of ~~Board~~Technology ~~Agreement~~ (~~the~~ “~~SAB Agreement~~MIT”), ~~which~~then ~~replaced~~a ~~Dr.~~related ~~Buckland~~party (as one of Enumeral’s ~~previous~~scientific ~~consulting~~co-founders ~~agreement~~was ~~and~~an employee of MIT), pursuant to ~~which~~an ~~Dr.~~Exclusive License ~~Buckland~~Agreement ~~serves~~ (as ~~chairman~~subsequently ofamended, the ~~Company’s~~ ~~Scientific~~“License ~~Advisory~~Agreement”), ~~Board.~~in Inexchange ~~September~~for ~~2016,~~ the ~~Company~~payment ~~and~~of ~~Dr.~~upfront ~~Buckland~~license fees ~~entered~~and ~~into~~a ancommitment ~~amendment~~ to ~~the~~pay ~~SAB Agreement~~annual tolicense ~~extend~~fees, ~~the~~patent ~~term~~costs, ofmilestone ~~the~~payments, ~~agreement~~royalties toon ~~September~~sublicense ~~2017.~~income ~~Pursuant~~and, toupon product commercialization, royalties on the ~~terms~~sales of ~~the~~products ~~SAB~~covered ~~Agreement,~~by ~~Dr.~~the ~~Buckland~~licenses ~~will receive~~or ~~compensation~~income onfrom ancorporate ~~hourly~~partners, orand ~~per~~the ~~diem~~issuance of ~~basis~~66,303 ~~either~~shares inof ~~cash~~Enumeral ~~or,~~common atstock ~~Dr.~~(which ~~Buckland’s~~were ~~election,~~subsequently inconverted ~~options~~into to73,074 ~~purchase~~ shares of the Company’s common stock. ~~The~~in ~~SAB~~connection ~~Agreement~~with ~~limits~~ the ~~total~~July ~~amount~~2014 ofMerger). ~~compensation~~The ~~payable~~License toAgreement ~~Dr.~~also ~~Buckland~~initially atcontained ~~$100,000 over~~certain ~~any~~participation ~~rolling~~rights and 12anti-~~month~~dilution ~~period.~~rights, ~~During~~pursuant ~~the~~to ~~three~~which ~~months~~MIT ~~ended~~received ~~June~~additional ~~30,~~shares ~~2017,~~of ~~the~~Enumeral ~~Company~~common ~~recorded~~stock. noThese ~~expense~~participation ~~related~~and ~~to the~~anti-dilution ~~SAB~~rights ~~agreement.~~were ~~During~~removed ~~the~~in ~~three~~a ~~months~~subsequent ~~ended~~amendment ~~June~~to ~~30, 2016,~~ the ~~Company~~License ~~recorded~~Agreement. ~~$4,000~~The ofintellectual ~~expense~~property ~~related~~portfolio tounder the ~~SAB agreement.~~License ~~During~~Agreement ~~the~~includes ~~six~~patents ~~months~~owned ~~ended~~by ~~June~~Harvard ~~30,~~University ~~2017~~or ~~and~~co-owned ~~2016,~~by ~~the~~MIT ~~Company~~and ~~recorded~~The ~~$3,000~~Whitehead ~~and $4~~Institute,~~000~~ ofor ~~expense~~MIT ~~related~~and ~~to the SAB agreement,~~Massachusetts ~~respectively~~General Hospital.

~~On July 31, 2017, Dr. Buckland resigned as a member of the Company’s Board of Directors and as Chairman of the SAB.~~13

12In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral paid an annual fee of $50,000 in 2017. During the nine months ended September 30, 2017, the Company recorded an accrual of $10,000 for the required percentage of the Merck milestone payment owed to MIT pursuant to the terms of the License Agreement. During the nine months ended September 30, 2016, the Company recorded an accrual of $100,000 for the required percentage of the Pieris license payments owed to MIT pursuant to the terms of the License Agreement. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement.

10On August -23, ~~STOCK~~2017, ~~OPTIONS~~the Company received written notification from MIT, ~~RESTRICTED~~pursuant ~~STOCK~~to which MIT terminated, effective immediately, ~~AND~~the ~~WARRANTS~~License Agreement. Pursuant to the terms thereof, certain provisions of the License Agreement survive the termination. In addition, the termination does not release the Company from any obligations accrued prior to the date of termination.

~~Stock~~All amounts ~~Options~~incurred related to the license fees have been expensed as research and development expenses by Enumeral as incurred. The Company incurred $12,500 and $10,000 in the three months ended September 30, 2017 and 2016, respectively. The Company incurred $37,500 and $30,000 in the nine months ended September 30, 2017 and 2016, respectively.

OnUnder the ~~July~~terms ~~31,~~of ~~2014~~the now-terminated License Agreement, the Company’s ~~Board~~reimbursed the costs to MIT and Harvard University for the continued prosecution of ~~Directors~~the ~~adopted~~licensed patent estate. For the three months ended September 30, 2017 and 2016, the Company’s ~~stockholders~~paid ~~approved~~$14,156 ~~the~~and $23,052 ~~2014~~for ~~Equity~~MIT ~~Incentive~~and ~~Plan~~$355 ~~(the~~and ~~“2014~~$2,351 ~~Plan”)~~for Harvard, ~~which~~ ~~reserves~~respectively. aFor ~~total~~the ofnine 8months ended September 30,~~100,000~~ ~~shares~~2017 ofand 2016, the Company’s paid ~~common~~$43,648 ~~stock~~and $162,692 for ~~incentive~~MIT ~~awards.~~and ~~Generally~~$21,198 ~~shares~~and ~~that~~$17,692 ~~are~~for Harvard, respectively. The Company had accounts payable and accrued ~~expired~~expenses of $25,000 ~~terminated~~and $43,053 ~~surrendered~~associated orwith ~~cancelled~~the ~~without~~reimbursement ~~having~~of ~~been~~costs ~~fully~~to ~~exercised~~MIT ~~will~~and beHarvard ~~available~~as ~~for~~of ~~future~~September ~~awards~~30, 2017 and December 31, 2016, respectively.

~~As of June 30, 2017, there were 1,216,297~~Consulting shares available for issuance under the 2014 Plan to eligible employees, non-employee directors and consultants. This number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, or other change in the Company’s capitalization.Agreements

~~During~~In September 2014, the ~~six~~Company ~~months~~and ~~ended~~Barry ~~June~~Buckland, 30Ph.D., ~~2017~~entered into a Scientific Advisory Board Agreement (the “SAB Agreement”), which replaced Dr. Buckland’s previous consulting agreement and pursuant to which Dr. Buckland served as chairman of the Company’s Scientific Advisory Board. In September 2016, ~~there~~the ~~were~~Company ~~308~~and Dr. Buckland entered into an amendment to the SAB Agreement to extend the term of the agreement to September 2017. Pursuant to the terms of the SAB Agreement,~~333~~ ~~and~~Dr. 1Buckland received compensation on an hourly or per diem basis,~~468~~ either in cash or,~~182~~ ~~stock~~at Dr. Buckland’s election, in options ~~granted~~to purchase the Company’s common stock. The SAB Agreement limits the total amount of compensation payable to ~~employees,~~Dr. ~~directors~~Buckland orat ~~consultants~~$100,000 ~~with~~over ~~weighted~~any rolling 12-~~average~~month ~~grant date~~period. ~~fair~~During ~~values~~the three months ended September 30, ~~using~~2017, the ~~Black-Scholes~~Company ~~pricing~~recorded ~~model~~no expense related to the SAB agreement. During the three months ended September 30, of2016, the Company recorded $04,000 of expense related to the SAB agreement.12 During the nine months ended September 30, 2017 and 2016, the Company recorded $~~0.16~~3,000 and $8,000 of expense related to the SAB agreement, respectively.

~~The~~On July ~~Company~~31, ~~estimates~~2017, ~~the~~Dr. ~~fair~~Buckland ~~value~~resigned ~~of each~~as ~~stock~~a ~~award~~member onof the ~~grant~~Company’s ~~date~~Board ~~using~~of ~~the~~Directors ~~Black-Scholes option-pricing model based on the following assumptions~~ and ~~the~~as ~~assumptions regarding~~Chairman ~~the fair value~~ of the ~~underlying common stock on each measurement date:~~ SAB.

		For the six months ended June 30, 2017
Expected Volatility		115% - 116%
Risk-free interest rate		1.93% - 2.09%
Expected term (in years)		5.0 - 6.0
Expected dividend yield		0%

10 - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

Stock~~-based compensation expense for stock~~ options was $89,561 and $249,959 for the three months ended June 30, 2017 and 2016, respectively. Stock-based compensation expense for stock options was $144,001 and $543,404 for the six months ended June 30, 2017 and 2016, respectively. The Company has an aggregate of $152,524 of unrecognized stock-based compensation expense for stock options as of June 30, 2017 to be amortized over a weighted average period of 1.2 years.Options

InOn July ~~connection~~31, ~~with~~2014, ~~Wael~~the ~~Fayad~~Company’s ~~appointment as~~Board of Directors adopted, and the Company’s ~~Chairman~~stockholders approved, ~~Chief~~the 2014 ~~Executive~~Equity ~~Officer~~Incentive ~~and~~Plan ~~President~~(the in“2014 ~~September 2016~~Plan”), ~~the~~which ~~Company~~reserves ~~granted~~a ~~Mr.~~total ~~Fayad~~of 18,~~750~~100,000 ~~options~~ toshares ~~purchase~~of the Company’s common stock ~~outside~~for ofincentive ~~the~~awards. ~~2014 Plan~~Generally, ~~and~~shares ~~850~~that are expired,~~000~~ ~~options~~terminated, tosurrendered ~~purchase~~or ~~the~~cancelled ~~Company’s~~without having been ~~common~~fully ~~stock~~exercised ~~under~~will ~~the~~be ~~2014~~available ~~Plan~~for future awards.

OnAs of ~~June~~September 2930, 2017, ~~Mr.~~there ~~Fayad~~were ~~resigned~~1,311,042 ~~as the~~shares ~~Company’s~~available ~~President~~for ~~and~~issuance ~~Chief~~under ~~Executive Officer. Mr. Fayad remains on~~ the ~~Company’s~~2014 ~~Board~~Plan ofto ~~Directors~~eligible ~~and~~employees, ~~continues~~non-employee todirectors ~~serve~~and asconsultants. ~~Chairman~~This ofnumber ~~the~~is ~~Board.~~subject ~~Mr.~~to ~~Fayad’s~~adjustment ~~options~~in tothe ~~purchase~~event ~~shares~~ of ~~the~~a ~~Company’s~~stock ~~common~~split, reverse stock ~~remain~~split, ~~outstanding~~stock dividend, ~~while~~or heother ~~continues~~changes toin ~~serve on~~ the Company’s ~~Board of Directors~~capitalization.

On June 9, 2017, the Company entered into an amendment (the “Tinkelenberg Amendment”) to that certain separation letter agreement (the “Separation Agreement”), dated as of August 4, 2016, by and between the Company and Arthur H. Tinkelenberg, Ph.D., the Company’s former President and Chief Executive Officer. Pursuant to the terms of the Separation Agreement, the Company had agreed, among other things, to make certain payments to Dr. Tinkelenberg in connection with his separation of employment from the Company.14

~~Pursuant to the terms of the Tinkelenberg~~During ~~Amendment, Dr. Tinkelenberg agreed to forego~~ the ~~remaining~~nine ~~amounts~~months ofended ~~the~~September ~~severance~~30, ~~payments~~2017 ~~due~~and ~~to him under the Separation Agreement~~2016, ~~effective~~ asthere ofwere ~~June 1~~308,333 ~~2017.~~and ~~In addition~~4,068,182 ~~the~~stock ~~Company agreed that all remaining unvested~~ options granted to ~~purchase~~employees, ~~shares of the Company’s~~directors ~~common~~or ~~stock~~consultants ~~held~~with byweighted-average ~~Dr.~~grant ~~Tinkelenberg~~date ~~fully~~fair ~~vest and become exercisable as of June 1~~values, ~~2017.~~using ~~The~~the ~~Company recorded stock~~Black-~~based~~Scholes ~~compensation expense~~pricing ~~of $55~~model,~~929~~ ~~during the three months ended June 30, 2017 as a result~~ of ~~the~~$0.12 ~~accelerated~~and ~~vesting of Dr~~$0.16, ~~Tinkelenberg’s common stock options~~respectively.

13The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date:

A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the six months ended June 30, 2017 is as follows:

		For the nine months ended September 30, 2017
Expected Volatility		115% - 116%
Risk-free interest rate		1.93% - 2.09%
Expected term (in years)		5.0 - 6.0
Expected dividend yield		0%

						Weighted-
				Weighted-		Average
				Average		Remaining
				Exercise		Contractual
	Shares			Price		Term (years)
Outstanding as of December 31, 2016		7,670,823		$	0.41		8.8
Granted		308,333		$	0.15
Canceled		(327,278	)	$	0.20
Outstanding as of June 30, 2017		7,651,878		$	0.41		8.1
Exercisable as of June 30, 2017		4,844,303		$	0.49		7.9

Stock-based compensation expense for stock options was $33,149 and $260,343 for the three months ended September 30, 2017 and 2016, respectively. Stock-based compensation expense for stock options was $177,150 and $803,747 for the nine months ended September 30, 2017 and 2016, respectively. The Company has an aggregate of $105,350 of unrecognized stock-based compensation expense for stock options as of September 30, 2017 to be amortized over a weighted average period of 1.0 years.

~~The~~In connection ~~aggregate~~with ~~intrinsic~~Wael ~~value~~Fayad’s ofappointment ~~stock options exercisable~~ as ofthe ~~June~~Company’s 30Chairman, ~~2017~~Chief ~~was~~Executive ~~$606.~~Officer ~~The~~and ~~aggregate~~President in ~~intrinsic~~September ~~value~~2016, ~~was~~the ~~calculated~~Company asgranted ~~the~~Mr. ~~difference~~Fayad ~~between~~1,750,000 options to purchase the ~~exercise price~~Company’s common stock outside of the ~~stock~~2014 ~~options~~Plan, and ~~the~~850,000 ~~fair~~options ~~value~~to ofpurchase the ~~underlying~~Company’s common stock asunder of the ~~unaudited~~2014 ~~condensed consolidated balance sheet date~~Plan.

~~Restricted~~On June ~~Stock~~29, 2017, Mr. Fayad resigned as the Company’s President and Chief Executive Officer. Mr. Fayad remains on the Company’s Board of Directors and continues to serve as Chairman of the Board. Mr. Fayad’s options to purchase shares of the Company’s common stock remain outstanding while he continues to serve on the Company’s Board of Directors.

~~Stock-based~~On June ~~compensation~~9, ~~expense~~2017, ~~for~~the ~~restricted~~Company entered into an amendment (the “Tinkelenberg Amendment”) to that certain separation ~~stock~~letter ~~awards~~agreement ~~was~~(the $2“Separation Agreement”),~~495~~ ~~and~~dated ~~$18~~as of August 4,~~552~~ ~~for~~2016, by and between the ~~three~~Company and ~~months~~Arthur ~~ended~~H. ~~June~~Tinkelenberg, 30Ph.D., ~~2017~~the Company’s former President and ~~2016,~~Chief ~~respectively~~Executive Officer. ~~Stock-based~~Pursuant ~~compensation~~to ~~expense~~the terms ~~for~~of ~~restricted~~the ~~stock~~Separation ~~awards~~Agreement, ~~was~~the $7Company had agreed,~~485~~ ~~and~~among ~~$58~~other things,~~918~~ ~~for~~to ~~the~~make ~~six~~certain ~~months~~payments ~~ended~~to ~~June~~Dr. ~~30,~~Tinkelenberg ~~2017~~in ~~and~~connection with ~~2016,~~his ~~respectively~~separation of employment from the Company.

APursuant to ~~summary~~the terms of ~~restricted~~the Tinkelenberg Amendment, Dr. Tinkelenberg agreed to forego the remaining amounts of the severance payments due to him under the Separation Agreement, effective as of June 1, 2017. In addition, the Company agreed that all remaining unvested options to purchase shares of the Company’s common stock ~~activity~~held by Dr. Tinkelenberg fully vest and become exercisable ~~for~~as of June 1, 2017. The Company’s stock-based compensation expense includes $55,929 recorded during the ~~six~~nine months ended ~~June~~September 30, 2017 is as ~~follows:~~a result of the accelerated vesting of Dr. Tinkelenberg’s common stock options.

				Weighted-
	Number of			Average Grant
	Shares			Date Fair Value
Balance of unvested restricted stock as of December 31, 2016		—
Issuance of restricted stock		66,666		$	0.15
Vested		(33,333	)	$	0.15
Balance of unvested restricted stock as of June 30, 2017		33,333		$	0.15

A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the nine months ended September 30, 2017 is as follows:

The Company has an aggregate of $2,495 of unrecognized stock-based compensation expense for restricted stock awards as of June 30, 2017 to be amortized over a weighted average period of 0.25 years.

						Weighted-
				Weighted-		Average
				Average		Remaining
				Exercise		Contractual
	Shares			Price		Term (years)
Outstanding as of December 31, 2016		7,670,823		$	0.41		8.8
Granted		308,333		$	0.15
Canceled		(422,023	)	$	0.26
Outstanding as of September 30, 2017		7,557,133		$	0.40		7.8
Exercisable as of September 30, 2017		4,837,885		$	0.49		7.7

1415

~~Warrants~~The aggregate intrinsic value of stock options exercisable as of September 30, 2017 was $0. The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the unaudited condensed consolidated balance sheet date.

~~A summary of the warrants outstanding as~~Restricted ~~of June 30, 2017 is as follows:~~Stock

Warrant Type	Warrants		Exercise Price
PPO		14,686,510	$	2.00
PPO Agent		2,000,000	$	0.125
Enumeral Series B Financing		421,968	$	0.726
Enumeral 2014 Convertible Promissory Note Financing		765,357	$	0.245
2016 Placement Agent		4,880,655	$	0.0625
2017 Unit Offering		7,682,000	$	0.10
2017 Unit Offering Agent		768,200	$	0.05
Total		31,204,690

Stock-based compensation expense for restricted stock awards was $2,495 and $20,633 for the three months ended September 30, 2017 and 2016, respectively. Stock-based compensation expense for restricted stock awards was $9,980 and $79,551 for the nine months ended September 30, 2017 and 2016, respectively.

~~Warrant~~A summary ~~Issuance~~of ~~Transactions~~restricted stock activity for the nine months ended September 30, 2017 is as follows:

On July 29, 2016, the Company entered into a Subscription Agreement with certain accredited investors (the “Buyers”), pursuant to which the Buyers purchased the Company’s 12% Senior Secured Promissory Notes (the “2016 Notes”) in the aggregate principal amount of $3,038,256 (the “2016 Note Offering”).

				Weighted-
	Number of			Average Grant
	Shares			Date Fair Value
Balance of unvested restricted stock as of December 31, 2016		—
Issuance of restricted stock		66,666		$	0.15
Vested		(50,000	)	$	0.15
Balance of unvested restricted stock as of September 30, 2017		16,666		$	0.15

~~On December 12, 2016, the Company consummated~~The ~~an offer to amend and exercise certain outstanding warrants to purchase an aggregate of 21,549,510 shares of its common stock originally issued to investors who participated in the~~ Company’s ~~July~~has ~~31,~~a ~~2014~~de ~~private~~minimis placement financing (the “Warrant Tender Offer”). Pursuant to the Warrant Tender Offer, an aggregate of 6,863,000 warrants were tendered by their holders, and the Company received gross proceeds in the amount of ~~$3,431,500~~unrecognized ~~for the issuance of 27,452,000 shares of the Company’s common~~ stock.-based Incompensation ~~addition,~~expense ~~pursuant~~for torestricted ~~the Warrant Tender Offer, the full principal balance and accrued interest of the 2016 Notes was converted into 48,806,545 shares of the Company’s common~~ stock. Inawards ~~connection~~as ~~with the conversion~~ of ~~the 2016 Notes and pursuant~~September ~~to the terms of the placement agent agreement associated with the 2016 Notes~~30, ~~the Company issued warrants to purchase 4,880,655 shares of the Company’s common stock at an exercise price of $0~~2017.~~125 per share to designees of the placement agent (the “2016 Placement Agent Warrants”).~~

~~On March 21, 2017, the Company entered into an amendment with the holders of the 2016 Placement Agent~~ Warrants to reduce the exercise price of such warrants from $0.125 per share to $0.0625 per share in consideration of the past efforts as well as future support and cooperation of the agent and its designees on behalf of the Company. The estimated fair value of these warrants at the time of the amendment was determined to be $601,144 using the Black-Sholes pricing model and the following assumptions: expected term of 9.7 years, exercise price of $0.0625 per share, 126.0% volatility, a risk-free rate of 2.43%, and no expected dividends. The Company recorded expense of $8,276 as a result of this amendment.

~~In connection with the 2017 Unit~~A ~~Offering,~~summary ~~the Company issued warrants to purchase 7,682,000 shares~~ of the ~~Company’s common stock to the Buyers (the “Investor Warrants”). The estimated fair value of these~~ warrants atoutstanding ~~the~~as ~~time~~ of ~~issuance~~September ~~was determined to be $773~~30,~~252 using~~ the Black-Sholes pricing model and the following assumptions: expected term of 5.0 years, exercise price of $0.10 per share, 118.5% volatility, a risk-free rate of 1.79%, and no expected dividends. The value of the Investor Warrants exceeded the net proceeds from the 2017 ~~Unit~~is ~~Offering~~as ~~and were recorded at the maximum value available after allocation of the beneficial conversion feature. See Note 7, 2017 Unit Offering.~~follows:

Pursuant to the terms of a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issues at each closing of the Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents. The estimated fair value of these warrants at the time of issuance was determined to be $82,065 using the Black-Sholes pricing model and the following assumptions: expected term of 5.0 years, exercise price of $0.05 per share, 118.5% volatility, a risk-free rate of 1.79%, and no expected dividends.

Warrant Type	Warrants		Exercise Price
PPO		13,686,510	$	2.00
PPO Agent		2,000,000	$	0.125
Enumeral Series B Financing		421,969	$	0.726
Enumeral 2014 Convertible Promissory Note Financing		510,236	$	0.245
2016 Placement Agent		4,880,655	$	0.0625
2017 Unit Offering		7,682,000	$	0.10
2017 Unit Offering Agent		768,200	$	0.05
Total		29,949,570

15Warrant Issuance Transactions

~~Derivative~~On July ~~Liability~~29, ~~Warrants~~2016, ~~(Amended~~the inCompany ~~connection~~entered into a Subscription Agreement with certain accredited investors (the “Buyers”), pursuant to which the ~~Warrant~~Buyers ~~Tender~~purchased ~~Offer~~the Company’s 12% Senior Secured Promissory Notes (the “2016 Notes”) in the aggregate principal amount of $3,038,256 (the “2016 Note Offering”).

~~PPO~~On December 12, 2016, the Company consummated an offer to amend and ~~PPO~~exercise certain outstanding warrants to purchase an aggregate of 21,549,510 shares of its common stock originally issued to investors who participated in the Company’s July 31, 2014 private placement financing (the “Warrant Tender Offer”). Pursuant to the Warrant Tender Offer, an aggregate of 6,863,000 warrants were tendered by their holders, and the Company received gross proceeds in the amount of $3,431,500 for the issuance of 27,452,000 shares of the Company’s common stock. In addition, pursuant to the Warrant Tender Offer, the full principal balance and accrued interest of the 2016 Notes was converted into 48,806,545 shares of the Company’s common stock. In connection with the conversion of the 2016 Notes and pursuant to the terms of the placement agent agreement associated with the 2016 Notes, the Company issued warrants to purchase 4,880,655 shares of the Company’s common stock at an exercise price of $0.125 per share to designees of the placement agent (the “2016 Placement Agent Warrants”).

In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the Company’s private placement offering that closed on July 31, 2014 (the “PPO”), of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). Due to a price protection provision included in the warrant agreements, the warrants were deemed to be and were recorded as a derivative liability. As such, these outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statement of operations.16

~~Derivative~~On March ~~Liability~~21, Re2017, the Company entered into an amendment with the holders of the 2016 Placement Agent Warrants to reduce the exercise price of such warrants from $0.125 per share to $0.0625 per share in consideration of the past efforts as well as future support and cooperation of the agent and its designees on behalf of the Company. The estimated fair value of these warrants at the time of the amendment was determined to be $601,144 using the Black-~~Measurement~~Sholes pricing model and the following assumptions: expected term of 9.7 years, exercise price of $0.0625 per share, 126.0% volatility, a risk-free rate of 2.43%, and no expected dividends. The Company recorded expense of $8,276 as a result of this amendment.

~~The Company used the Black-Scholes option-pricing~~In ~~model~~connection towith ~~estimate~~ the ~~fair~~2017 ~~values~~Unit ofOffering, the Company issued ~~and outstanding~~ warrants ~~during~~to ~~the~~purchase ~~six months ended June 30~~7,682,000 ~~2016.~~shares ~~The~~of the Company’s ~~recorded~~common ~~income~~stock ofto ~~$144,099~~the ~~and~~Buyers ~~$822,534 for~~ (the ~~three~~“Investor ~~and~~Warrants”). ~~six~~The ~~months~~estimated ~~ended~~fair ~~June~~value ~~30,~~of ~~2016~~these ~~due~~warrants to at the ~~change~~time ~~in the fair value~~ of ~~the~~ ~~warrants~~issuance ~~for~~was ~~those~~determined ~~periods.~~to ~~Outstanding~~be ~~warrants~~$773,252 ~~were~~using ~~revalued~~the ~~each~~Black-Sholes ~~reporting~~pricing ~~period~~model ~~with~~and the ~~resulting~~following ~~gains~~assumptions: ~~and losses recorded~~expected asterm ~~the~~of ~~change~~5.0 inyears, ~~fair~~exercise ~~value~~price of ~~derivative~~$0.10 ~~liabilities~~per onshare, ~~the~~118.5% ~~unaudited~~volatility, ~~condensed~~a ~~consolidated~~risk-free ~~statements~~rate of ~~operations~~1.79%, ~~Due~~and tono expected dividends. ~~the~~The ~~removal~~value of the ~~anti-dilution~~Investor ~~provisions~~Warrants inexceeded ~~connection with~~ the ~~Warrant~~net ~~Tender~~proceeds ~~Offer,~~from the ~~derivative~~2017 ~~liabilities~~Unit Offering and were ~~re-valued on~~recorded ~~December~~at ~~12,~~the ~~2016~~maximum ~~and~~value available ~~any~~after ~~remaining~~allocation ~~value~~of ~~was~~the ~~reclassified~~beneficial toconversion ~~equity~~feature. ~~upon~~See ~~extinguishment~~Note of7, ~~the~~2017 ~~derivative~~Unit ~~liabilities~~Offering.

11Pursuant to the terms of a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year ~~CONCENTRATIONS~~warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issues at each closing of the Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents. The estimated fair value of these warrants at the time of issuance was determined to be $82,065 using the Black-Sholes pricing model and the following assumptions: expected term of 5.0 years, exercise price of $0.05 per share, 118.5% volatility, a risk-free rate of 1.79%, and no expected dividends.

~~During the three months ended June 30,~~In September 2017, ~~the~~one ~~Company recorded revenue from two entities in excess~~ of ~~10% of~~ the Company’s ~~total~~warrant ~~revenue~~holders inabandoned ~~the~~all ~~amounts~~ of ~~$100,000 and~~its ~~$89,741,~~warrants ~~which~~to ~~represents~~purchase ~~53%~~shares ~~and 47%~~ of the Company’s common ~~total~~stock ~~revenue~~and ~~for~~returned ~~that~~those ~~period.~~warrants ~~During~~to the ~~three~~Company. ~~months~~The ~~ended~~abandoned ~~June 30,~~warrants ~~2016,~~consist ~~the~~of ~~Company~~warrants ~~recorded~~to ~~revenue~~purchase ~~from~~(a) ~~three~~1,000,000 shares ~~entities in excess~~ of ~~10% of~~ the Company’s ~~total~~common ~~revenue~~stock inat ~~the~~a ~~amounts~~ price of $~~1,000,000,~~2.00 ~~$336~~per share,~~466~~ ~~and~~expiring ~~$162,506,~~on ~~which~~July ~~represents~~30, ~~67%~~2019, ~~22%~~ and ~~11%~~(b) 255,120 shares of the Company’s ~~total~~common ~~revenue~~stock ~~for~~at ~~that~~an ~~period~~exercise price of $0.2451, expiring on February 2, 2024.

~~During the six months ended June 30, 2017,~~Derivative ~~the~~Liability ~~Company~~Warrants ~~recorded~~(Amended ~~revenue from two entities~~ in ~~excess~~connection ofwith ~~10% of~~ the ~~Company’s~~Warrant ~~total~~Tender revenue in the amount of $104,246 and $100,000, which represents 51% and 49% of the Company’s total revenue for that period. During the six months ended June 30, 2016, the Company recorded revenue from three entities in excess of 10% of the Company’s total revenue in the amounts of $1,000,000, $652,484 and $280,945, which represents 52%, 34% and 14% of the Company’s total revenue for that period.Offer)

~~As of June 30, 2017, accounts receivable~~PPO ~~consisted of amounts due from one entity. As of December 31, 2016, accounts receivable consisted of amounts due from two entities which represented 64%~~ and ~~36%~~PPO ofAgent ~~the Company’s total outstanding accounts receivable balance, respectively.~~Warrants

16In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the Company’s private placement offering that closed on July 31, 2014 (the “PPO”), of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). Due to a price protection provision included in the warrant agreements, the warrants were deemed to be and were recorded as a derivative liability. As such, these outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statement of operations.

~~ITEM~~Derivative Liability ~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Re-Measurement

~~Basis~~The Company used the Black-Scholes option-pricing model to estimate the fair values of ~~Presentation~~the issued and outstanding warrants during the nine months ended September 30, 2016. The Company recorded income of $409,891 and $1,232,425 for the three and nine months ended September 30, 2016 due to the change in the fair value of the warrants for those periods. Outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statements of operations. Due to the removal of the anti-dilution provisions in connection with the Warrant Tender Offer, the derivative liabilities were re-valued on December 12, 2016 and any remaining value was reclassified to equity upon extinguishment of the derivative liabilities.

The following discussion of our financial condition and results of operations should be read with our unaudited condensed consolidated interim financial statements as of June 30, 2017 and for the three months ended June 30, 2017 and 2016 and related notes included in Part I. Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors, included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 28, 2017. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts, and projections and the beliefs and assumptions of our management and include, without limitation, statements with respect to our expectations regarding our research, development and commercialization plans and prospects, results of operations, general and administrative expenses, research and development expenses, and the sufficiency of our cash for future operations. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar statements or variation of these terms or the negative of those terms and similar expressions are intended to identify these forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by our forward-looking statements are those discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 28, 2017, and elsewhere in this report. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.17

11 - ~~Overview~~CONCENTRATIONS

~~Unless~~ During the ~~context~~three ~~indicates~~months ~~otherwise~~ended September 30, ~~all~~ ~~references~~2017, inthe ~~this~~Company ~~report~~recorded tono ~~“Enumeral~~revenue. ~~Biomedical,”~~During the ~~“Company,”~~three ~~“we~~months ended September 30,” ~~“us”~~2016, ~~and~~the ~~“our”~~Company ~~refer~~recorded torevenue ~~Enumeral~~from ~~Biomedical~~two ~~Holdings,~~entities ~~Inc.,~~in ~~and~~excess ~~its~~of ~~wholly-owned~~10% ~~subsidiaries,~~of ~~Enumeral~~the ~~Biomedical~~Company’s ~~Corp.~~total revenue in the amounts of $226,115 and ~~Enumeral~~$94,696, ~~Securities~~which ~~Corporation;~~represents 70% and ~~references~~30% toof ~~“Enumeral”~~the ~~refer~~Company’s tototal ~~Enumeral~~revenue ~~Biomedical~~for ~~Corp~~that period.

OnDuring the ~~June~~nine 9months ended September 30, 2017, wethe ~~implemented~~Company arecorded ~~plan~~revenue ~~that~~from ~~eliminated~~two aentities ~~significant~~in ~~portion~~excess of ~~our~~10% ~~existing~~of ~~headcount~~the Company’s total revenue in the amounts of $104,246 ~~including~~and ~~our~~$100,000, ~~research~~which represents 51% and ~~development~~49% ~~function.~~of Onthe ~~June~~Company’s total revenue 21for that period. During the nine months ended September 30, ~~2017~~2016, wethe ~~completed~~Company anrecorded ~~auction~~revenue ~~process~~from ~~pursuant~~three toentities ~~which~~in weexcess ~~sold~~of 10% ~~all~~ of the ~~equipment~~Company’s ~~related~~total torevenue ~~our~~in ~~research~~the ~~and~~amounts ~~development activities.~~of We$1,000,000, ~~received~~$878,599 and $~~277~~375,~~188~~641, inwhich ~~net~~represents ~~proceeds~~44%, ~~from~~39% and 17% of the ~~sale~~Company’s oftotal ~~this~~revenue ~~equipment~~for that period.

OnAs of ~~June~~September 2930, 2017, ~~our~~the ~~board~~Company’s ofaccounts ~~directors, having~~receivable ~~evaluated~~balance ~~and~~was ~~pursued~~$0. aAs ~~range~~ of ~~potential~~December ~~strategic~~31, ~~transactions~~2016, ~~and~~accounts ~~other alternatives for the sale or disposition of~~receivable ~~its~~consisted ~~assets on a going concern basis, determined that it is in the best interests~~ of ~~our~~amounts ~~stockholders~~due ~~and~~from ~~creditors~~two toentities ~~wind~~which ~~down our~~represented ~~remaining~~64% ~~operations~~ and ~~effect~~36% ~~an orderly disposition~~ of ~~our~~the ~~remaining~~Company’s ~~assets.~~total Inoutstanding ~~connection with that determination, Wael~~accounts ~~Fayad~~receivable ~~resigned as our President and Chief Executive Officer. Our board appointed Kevin G. Sarney~~balance, ~~our Vice President of Finance, Chief Accounting Officer and Treasurer, as Interim President and Chief Executive Officer~~respectively.

~~Previously, on May 19, 2017, we entered~~12 ~~into~~– aSUBSEQUENT Subscription Agreement (the “Subscription Agreement”) with certain accredited investors, pursuant to which these investors (the “Holders”) purchased 668 Units (the “2017 Units”) of our securities, at a purchase price of $1,000 per Unit (the “2017 Unit Offering”). We recorded $461,367 in net proceeds, after deducting placement agent expenses and fees, as well as other transaction expenses, in connection with the sale of the 2017 Units. EVENTS

WeAs further ~~are~~detailed ~~currently~~Note in7 ~~the~~above, ~~process~~on ofOctober ~~winding down~~23, ~~our operations~~2017, ~~disposing~~the ofCompany ~~our remaining assets,~~ and ~~resolving~~Enumeral ~~our~~entered ~~outstanding~~into ~~debts~~Amendment No. ~~Our~~1 ~~liquidity~~to isthe ~~dependent~~Security ~~on our~~Agreement ~~ability~~(the to“Amendment”) ~~manage~~with ~~all~~certain ~~elements~~Holders inwho ~~this~~constituted ~~process~~Majority inHolders a(as ~~manner~~defined ~~favorable~~in tothe usSecurity Agreement). AsPursuant weto ~~wind~~the ~~down~~terms ~~our~~of ~~operations~~the Amendment, wethe ~~continue~~Security toAgreement ~~consider possible~~was ~~transactions~~amended ~~pursuant~~ to ~~which~~exclude wefrom ~~may~~the ~~sell~~definition ~~our~~of ~~remaining~~collateral in ~~assets,~~the ~~and/or~~Security ~~effect~~Agreement aall ~~strategic~~intellectual ~~transaction,~~property ~~such~~and asother aassets ~~merger. If~~related weto ~~are~~the ~~unable~~Company’s toTIM-3 ~~effect~~antibody ~~one~~program and orCD39 ~~more~~antibody ~~such transactions~~program, weand ~~may~~to beterminate ~~compelled~~the tosecurity ~~commence~~interest ~~liquidation~~held orby ~~bankruptcy~~the ~~proceedings~~Holders in such assets.

17On October 27, 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. Pursuant to the terms of the Purchase Agreement, the Company sold, assigned and transferred all of its right, title and interest in and to specified assets of the Company’s TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000.

~~As of the date of this filing, we do not have sufficient cash resources to continue to fund our operations and pay all of our outstanding creditors.~~18

~~Previously, our business had been focused~~ITEM ~~on the discovery of monoclonal antibodies and other novel biologics for use in the diagnosis and treatment of cancer, infectious and inflammatory diseases~~2. WeMANAGEMENT’S ~~utilized~~DISCUSSION aAND ~~proprietary~~ANALYSIS ~~platform~~OF ~~technology,~~FINANCIAL ~~exclusively~~CONDITION ~~licensed~~AND ~~from~~RESULTS ~~the~~OF Massachusetts Institute of Technology, or MIT, that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. As part of our ongoing wind down efforts that began in June 2017, we do not expect that our license agreement with MIT will continue.OPERATIONS

~~In our lead antibody program, we characterized~~Basis certain anti-PD-1 antibodies, or simply “PD-1 antibodies,” using patient biopsy samples, in an effort to identify next generation PD-1 antagonists with enhanced selectivity for the immune effector cells that carry out anti-tumor functions. We identified two antagonist PD-1 antibodies that inhibit PD-1 activity in different ways. The distinction is that one of the antibodies (ENUM 388D4) blocks binding of the ligand PD-L1 to PD-1, while the other antibody (ENUM 244C8) does not inhibit PD-L1 binding. However, both display activity in various biological assays. In addition to our PD-1 antibody program, we also conducted development activities related to antibody drug candidates for a number of other immunomodulatory protein targets, including TIM-3 and CD39.Presentation

ToThe following ~~date,~~discussion ~~all~~of our financial condition and results of operations should be read with our ~~revenue~~unaudited ~~has~~condensed ~~resulted~~consolidated ~~from~~interim ~~payments~~financial ~~from~~statements ~~strategic~~as ~~partners~~of September 30, 2017 and for the ~~National~~three ~~Cancer~~months ~~Institute,~~ended orSeptember ~~NCI~~30, 2017 and we2016 ~~have~~and ~~not~~related ~~received~~notes included ~~any~~in ~~revenue~~Part ~~from~~I. Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and ~~sale~~notes and Management’s Discussion and Analysis of ~~products~~Financial orCondition ~~services.~~and AsResults of ~~June~~Operations 30and Risk Factors, included ~~2017~~in our Annual Report on Form 10-K for the year ended December 31, we2016 ~~had~~filed ~~total~~with ~~stockholders~~the SEC on March 28, 2017. This Management’s Discussion ~~deficiency~~and Analysis of ~~$621~~Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations,~~129~~ estimates, forecasts, ~~including~~and anprojections ~~accumulated~~and the beliefs and assumptions of our management and include, without limitation, statements with ~~deficit~~respect to our expectations regarding our research, development and commercialization plans and prospects, results of ~~$31~~operations,~~415~~ general and administrative expenses,~~379~~ research and development expenses, and the sufficiency of our cash for future operations. Words Assuch as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar statements or variation of ~~June~~these 30terms or the negative of those terms and similar expressions are intended to identify these forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risks, ~~2017~~uncertainties, weand ~~had~~assumptions ~~cash~~that are difficult to predict. Therefore, actual results may differ materially and ~~cash~~adversely ~~equivalents~~from ~~totaling~~those ~~$576~~expressed in any forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by our forward-looking statements are those discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,~~307~~ 2016, ~~excluding~~filed ~~restricted~~with ~~cash~~the SEC on March 28, 2017, and elsewhere in this report. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

As mentioned above, on May 19, 2017 (the “Closing Date”), we received an aggregate of $668,000 in gross cash proceeds, before deducting placement agent fees and expenses, in connection with the sale of 668 of the 2017 Units in a closing of the 2017 Unit Offering. Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of our common stock, exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). Interest on the 2017 Notes is payable on the face value of the 2017 Notes at the rate of 12% per annum, which is cumulative and due and payable in shares of our common stock (the “Interest Shares”) on the applicable conversion date, or in cash in the case of a redemption of the 2017 Notes by us (each as further described below). The 2017 Notes have a stated maturity date of 12 months from the Closing Date. The 2017 Notes will rank senior to all of our existing indebtedness, except as otherwise set forth in the 2017 Notes.Overview

In Unless the ~~event~~context ofindicates ~~any liquidation~~otherwise, ~~dissolution or~~all ~~winding~~references upin ofthis ~~our~~report ~~company, the Holders will be entitled~~ to ~~receive,~~“Enumeral ~~out of assets available therefor~~Biomedical,” ~~an amount equal to 124% of~~ the ~~outstanding principal amount of the 2017 Notes~~“Company,” “we,” ~~together~~“us” ~~with accrued~~ and ~~unpaid~~“our” ~~interest~~refer ~~due~~to ~~thereon.~~Enumeral ~~In the event of a~~Biomedical ~~sale~~Holdings, ~~of our company during the term of the 2017 Notes~~Inc., atand ~~the~~its ~~closing~~wholly-owned ~~of such sale~~subsidiaries, atEnumeral ~~the~~Biomedical ~~option~~Corp. ofand ~~each~~Enumeral ~~Holder,~~Securities aCorporation; ~~Holder~~and ~~will~~references ~~be entitled~~ to ~~receive~~“Enumeral” anrefer ~~amount equal~~ to ~~200%~~Enumeral ofBiomedical the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretionCorp.

~~The 2017 Notes are convertible at the option~~On ofJune ~~the Holder~~9, ~~in whole or in part~~2017, ~~into~~we ~~shares~~implemented ofa ~~our~~plan ~~common~~that ~~stock~~eliminated ~~(the~~a ~~“Conversion~~significant ~~Shares”~~portion ~~and~~of ~~together~~our ~~with~~existing ~~the Interest Shares~~headcount, ~~the~~including ~~“Repayment~~our ~~Shares”)~~research ~~at any time after the earlier of (i) the date a registration statement~~and ~~registering~~development ~~the~~function. ~~Repayment~~On ~~Shares~~June is21, ~~declared~~2017, ~~effective~~we bycompleted ~~the~~an ~~SEC~~auction orprocess ~~(ii) six~~pursuant ~~months~~to ~~after~~which ~~the~~we ~~date~~sold all of the ~~initial~~equipment ~~closing~~related ofto ~~the~~our ~~2017~~research ~~Unit~~and ~~Offering~~development activities. If noWe ~~conversion~~received ~~has~~$277,188 ~~taken~~in ~~place~~net ~~within~~proceeds ~~twelve~~from ~~months after~~ the ~~Closing~~sale ~~Date,~~of ~~the~~this ~~2017 Notes, together with accrued and unpaid interest thereon, will automatically convert into Repayment Shares~~equipment.

~~The~~On June ~~conversion~~29, ~~price~~2017, ~~per~~our ~~share~~board of ~~common stock~~directors, inhaving ~~either~~evaluated ~~event~~and ~~listed~~pursued ~~above~~a isrange ~~the lesser~~ of ~~(i) $0.10~~potential ~~per~~strategic ~~share~~transactions, ~~(subject~~and toother alternatives ~~adjustment~~for inthe ~~certain~~sale ~~circumstances),~~ or ~~(ii) 75%~~disposition of ~~the~~its ~~volume~~assets ~~weighted~~on ~~average~~a ~~price~~going ofconcern ~~our~~basis, ~~common~~determined ~~stock~~that ~~during~~it 10is ~~consecutive~~in ~~trading~~the ~~days~~best ~~ending~~interests of onour ~~the~~stockholders ~~trading day~~and ~~immediately~~creditors ~~prior~~ to ~~the~~wind ~~conversion~~down ~~date,~~our ~~subject~~remaining tooperations aand ~~floor~~effect an orderly disposition of $0our remaining assets.03 ~~per~~In ~~share~~connection ~~(the~~with ~~floor~~that isdetermination, ~~subject~~Wael toFayad ~~“full~~resigned ~~ratchet” adjustment~~as inour ~~certain~~President ~~circumstances~~and ifChief weExecutive ~~issue~~Officer. ~~common~~Our ~~stock~~board appointed Kevin G. Sarney, orour ~~common~~Vice ~~stock~~President ~~equivalents~~of Finance, atChief aAccounting ~~price~~Officer ~~below~~and ~~$0.03~~Treasurer, ~~per~~as ~~share~~Interim ofPresident and ~~our~~Chief ~~common~~Executive ~~stock~~Officer, and aalso ~~proportionate~~elected ~~adjustment~~Mr. inSarney ~~certain~~to ~~other~~the ~~circumstances)~~board.

18In August 2017, we received a termination letter (the “Termination Letter”) on behalf of PPF OFF 200 Cambridge Park Drive, LLC (the “Landlord”) terminating the lease for our facility in Cambridge, Massachusetts. The Termination Letter stated that the Landlord has terminated our lease effective immediately, pursuant to Section 20.2 thereof. The Termination Letter noted that we had failed to pay certain items of rent and other charges due on August 1, 2017, and that such failure had continued through the applicable cure period following the delivery of an initial, which constitutes an event of default (as defined in the lease). The Termination Letter stated that we are directed to immediately quit, surrender and deliver up the premises that are the subject of the lease. The Termination Letter also noted that the Landlord reserves the right to avail itself of all rights and remedies under the lease, at law and/or in equity. In October 2017, following the Company’s determination to discontinue monthly rent payments for periods after July 2017, and the Landlord’s delivery of the Termination Letter to the Company, the Landlord took possession of the Company’s cash security deposit in the amount of $529,699.

The 2017 Notes provide that the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon, will convert automatically into shares of our common stock on the date on which we complete and close an offering involving the sale of at least $5,000,000 of equity securities or securities convertible into or exercisable for equity securities by us (a “Qualified Financing”). At the closing of a Qualified Financing, all outstanding principal and accrued interest then due on the 2017 Notes shall automatically be converted into a number of shares of our common stock based upon a 25% discount to the lesser of (i) the lowest price at which common stock is sold in the Qualified Financing, or (ii) the lowest price at which securities sold in the Qualified Financing can be exercised for or converted into our common stock.19

~~Our~~On September ~~obligations~~19, ~~under the~~ 2017 ~~Notes are secured~~, ~~pursuant~~we toreceived ~~the~~an ~~terms~~OTCQB ofBid anPrice ~~intellectual~~Deficiency ~~property~~Notice ~~security~~from ~~agreement~~OTC Markets (the “~~Security Agreement~~Notice”)~~, dated as~~. ofThe ~~the~~Notice ~~Closing~~stated ~~Date,~~that ~~among~~our ~~the~~bid ~~Grantors~~price ~~(as~~had ~~defined~~closed below), ~~the~~$0.01 ~~Holders~~for more than 30 consecutive calendar days and no longer met the ~~collateral~~Standards for ~~agent~~Continued Eligibility for OTCQB as per the ~~Holders~~OTCQB ~~named~~Standards ~~therein, by~~Section a2.3(2). ~~first~~The ~~priority~~Notice ~~security~~also ~~interest~~stated inthat ~~all~~pursuant ~~now~~to ~~owned~~Section 4.1 orof ~~hereafter~~the ~~acquired~~OTCQB ~~intellectual~~Standards, ~~property~~we are granted a cure period of ~~both~~90 uscalendar ~~and~~days ~~Enumeral~~during ~~Biomedical~~which the minimum closing bid price for our ~~Corp~~common stock must be $0.,01 ~~our~~or ~~wholly-owned~~greater ~~subsidiary~~for ~~(the~~ten ~~“Subsidiary”~~consecutive ~~and~~trading ~~together~~days ~~with~~in ~~Enumeral~~order ~~Biomedical~~to ~~Holdings,~~continue ~~Inc.,~~trading on the ~~“Grantors”),~~OTCQB marketplace. ~~except~~We todo not expect that the ~~extent~~closing ~~such~~bid ~~intellectual~~price ~~property~~for ~~cannot~~our becommon ~~assigned~~stock will equal or exceed $0.01 for ten consecutive trading days prior to the ~~creation~~end of this 90 day cure period. As a ~~security~~result, ~~interest~~we ~~would~~expect that our common stock will be ~~prohibited~~removed byfrom trading on the OTCQB ~~applicable~~marketplace ~~law~~on or ~~contract~~about December 18, 2017.

~~Pursuant~~We are tocurrently in the ~~terms~~process of awinding ~~placement~~down ~~agency agreement~~our ~~(the “Placement Agency Agreement”)~~operations, ~~dated~~disposing as of ~~May~~our ~~12,~~remaining ~~2017~~assets, ~~between us~~ and ~~the~~resolving ~~placement~~our ~~agents for the~~outstanding ~~2017~~debts. ~~Unit~~Our ~~Offering~~liquidity ~~(the~~is ~~“Placement~~dependent ~~Agents”),~~on ~~the~~our ~~Placement~~ability ~~Agents are paid a commission equal~~ to ~~ten~~manage ~~percent~~all ~~(10%) of~~elements ~~the~~in ~~gross~~this ~~proceeds~~process atin ~~each~~a ~~closing~~manner offavorable ~~the~~to ~~2017 Unit Offering (the “Placement Agent Cash Fee”)~~us. ~~The~~As ~~Placement~~we ~~Agency~~wind ~~Agreement~~down ~~also~~our ~~provides that the Placement Agents~~operations, orwe ~~their~~have ~~designees,~~continued ~~will~~to ~~receive~~consider ~~five-year~~possible ~~warrants~~transactions ~~(the~~pursuant ~~“2017 Placement Agent Warrants”)~~ to ~~purchase~~which awe ~~number~~may ofsell ~~shares of~~ our ~~common~~remaining ~~stock~~assets, ~~at an exercise price of $0.05 per share equal to 10%~~and/or ofeffect ~~the~~a ~~number~~strategic oftransaction, ~~Conversion~~such ~~Shares~~as ~~issuable~~a ~~upon~~merger. ~~conversion~~We ofmay ~~the~~also ~~2017~~determine ~~Notes~~to ~~issues~~commence atliquidation ~~each~~or ~~closing~~bankruptcy ofproceedings. ~~the 2017 Unit Offering,~~As ~~based on a conversion price~~ of ~~$0.10 per share. In accordance with~~ the ~~terms~~date of ~~the~~this ~~Placement Agency Agreement~~filing, onwe ~~the~~do ~~Closing Date~~not wehave ~~issued~~sufficient ~~2017~~cash ~~Placement~~resources ~~Agent~~to ~~Warrants~~continue to ~~purchase~~fund anour ~~aggregate~~operations ofand ~~768,200~~pay ~~shares~~all of our ~~common stock on the terms set forth~~outstanding ~~above to the Placement Agents~~creditors.

~~The~~Previously, our ~~Placement~~business ~~Agency~~had ~~Agreement~~been ~~also~~focused ~~provides that~~on ~~if,~~the ~~within~~discovery ~~12 months~~ of ~~the~~monoclonal ~~Closing~~antibodies ~~Date,~~and weother ~~complete~~novel abiologics ~~financing~~for oruse ~~similar~~in ~~transaction~~the (adiagnosis ~~“Subsequent Financing”)~~and ~~with~~treatment aof ~~party~~cancer, ~~introduced~~infectious toand usinflammatory bydiseases. ~~the~~We ~~Placement~~utilized ~~Agents~~a inproprietary ~~connection~~platform ~~with~~technology, exclusively licensed from the ~~2017~~Massachusetts ~~Unit~~Institute ~~Offering~~of Technology, ~~and~~or aMIT. ~~Placement~~In ~~Agent~~August ~~does~~2017, ~~not participate~~MIT interminated ~~such~~the ~~financing~~exclusive orpatent ~~similar~~license ~~transaction,~~agreement between ~~the~~MIT ~~Placement~~and ~~Agent~~Enumeral, ~~shall~~effective beimmediately. ~~entitled~~Pursuant to ~~receive~~the aterms ~~Placement~~thereof, ~~Agent~~certain ~~Cash~~provisions ~~Fee~~of the license agreement survive ~~and~~the ~~2017~~termination. ~~Placement~~In ~~Agent~~addition, ~~Warrants~~the ~~for~~termination ~~such~~does ~~Subsequent~~not ~~Financing~~release inEnumeral ~~the~~from ~~same~~any ~~manner~~obligations asaccrued ~~calculated~~prior ~~for~~to the ~~2017~~date ~~Unit~~of ~~Offering~~termination.

19In our lead antibody program, we characterized certain anti-PD-1 antibodies, or simply “PD-1 antibodies,” using patient biopsy samples, in an effort to identify next generation PD-1 antagonists with enhanced selectivity for the immune effector cells that carry out anti-tumor functions. We identified two antagonist PD-1 antibodies that inhibit PD-1 activity in different ways. The distinction is that one of the antibodies (ENUM 388D4) blocks binding of the ligand PD-L1 to PD-1, while the other antibody (ENUM 244C8) does not inhibit PD-L1 binding. However, both display activity in various biological assays.

~~Results~~In June 2016, we entered into a Definitive License and Transfer Agreement (the “Definitive Agreement”) with Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH (collectively, “Pieris”). Pursuant to the terms and conditions of ~~Operations~~the Definitive Agreement, Pieris is licensing from us specified intellectual property related to our anti-PD-1 antibody program 388D4 for the potential development and commercialization by Pieris of novel multispecific therapeutic proteins comprising fusion proteins based on Pieris’ Anticalins® class of therapeutic proteins and our antibodies in the field of oncology. We had previously entered into a License and Transfer Agreement (the “License Agreement”) with Pieris in April 2016, which the Definitive Agreement superseded. Pieris paid us an upfront license fee in the amount of $250,000 in connection with execution of the License Agreement, and paid us a $750,000 license maintenance fee to continue the licensing arrangements under the License Agreement.

~~Three~~In addition ~~months~~to ~~ended~~our ~~June~~PD-1 30antibody program, we also conducted development activities related to antibody drug candidates for a number of other immunomodulatory protein targets, including TIM-3 and CD39. In October 2017, we entered into an Asset Purchase Agreement as(the ~~compared~~“Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. Pursuant to ~~three~~the ~~months~~terms ~~ended~~of ~~June~~the 30Purchase Agreement, ~~2016~~ we sold, assigned and transferred all of our right, title and interest in and to specified assets of our TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000.

	Three Months Ended June 30,						Increase
	2017			2016			(Decrease)
Revenue:
Collaboration and license revenue	$	100,000		$	1,336,466		$	(1,236,466	)
Grant revenue		89,741			162,506			(72,765	)
Total revenue		189,741			1,498,972			(1,309,231	)
Cost of revenue and expenses:
Research and development		883,338			1,240,801			(357,463	)
General and administrative		609,378			1,745,204			(1,135,826	)
Wind down expenses		1,055,246			—			1,055,246
Total cost of revenue and expenses		2,547,962			2,986,005			(438,043	)
Loss from operations		(2,358,221	)		(1,487,033	)		(871,188	)
Other income (expense):
Interest expense, net		(780,373	)		(4,623	)		(775,750	)
Change in fair value of derivative liabilities		—			144,099			(144,099	)
Total other income (expense), net		(780,373	)		139,476			(919,849	)
Net loss	$	(3,138,594	)	$	(1,347,557	)	$	(1,791,037	)

To date, all of our revenue has resulted from payments from strategic partners and the National Cancer Institute, or NCI, and we have not received any revenue from the sale of products or services. As of September 30, 2017, we had total stockholders’ deficiency of $1,157,534, including an accumulated deficit of $31,987,428. As of September 30, 2017, we had cash and cash equivalents totaling $208,616, excluding restricted cash of $5,000.

~~Collaboration~~On May ~~and~~19, ~~license~~2017 (the “Closing Date”), we entered into a Subscription Agreement (the “Subscription ~~revenue.~~Agreement”) ~~Collaboration~~with ~~and~~certain ~~license~~accredited ~~revenue~~investors, ~~decreased~~pursuant byto which these investors (the “Holders”) purchased 668 Units (the “2017 Units”) of our securities, at a purchase price of $1,~~236~~000 per Unit (the “2017 Unit Offering”). We recorded $461,~~466~~367 in net proceeds, orafter ~~93%~~deducting placement agent expenses and fees, toas ~~$100~~well as other transaction expenses,~~000~~ ~~for~~in connection with the ~~three~~sale ~~months~~of ~~ended~~the ~~June~~2017 Units. Each of the 2017 Units consists ~~30,~~of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), aswith ~~compared~~a toface value of $1,~~336~~150,~~466~~ ~~for~~and (ii) a warrant (the ~~three~~“Investor ~~months~~Warrant”) ~~ended~~to ~~June~~purchase 3011,500 ~~2016.~~shares ~~This~~of ~~decrease~~our incommon ~~collaboration~~stock, ~~and~~exercisable ~~license~~until ~~revenue~~five isyears ~~attributable~~after tothe ~~our~~date ~~license~~of ~~agreement~~the ~~with~~closing, ~~Pieris~~at ~~Pharmaceuticals~~an ~~and~~exercise ~~our~~price ~~collaboration~~of ~~agreement~~$0.10 ~~with~~per ~~Merck.~~share As(subject ato ~~result~~adjustment ofin ~~our~~certain circumstances). ~~determinations~~Interest inon ~~June~~the 2017 toNotes ~~terminate~~is ~~our~~payable ~~research~~on ~~and~~the ~~development~~face ~~function~~value ~~and~~of ~~sell~~the ~~our~~2017 ~~laboratory equipment~~Notes at the rate of 12% per annum, aswhich ~~well~~is ascumulative toand due ~~wind~~and ~~down~~payable in shares of our ~~remaining~~common ~~operations~~stock (the “Interest Shares”) on the applicable conversion date, or wein docash ~~not~~in ~~expect~~the tocase ~~conduct~~of ~~any~~a redemption of the 2017 Notes by us (each as further ~~activities~~described ~~pursuant~~below). toThe 2017 Notes have a stated ~~our~~maturity ~~study~~date ~~agreement~~of ~~with~~12 ~~Merck~~months from the Closing Date. ~~Consequently,~~The we2017 doNotes ~~not~~will ~~expect~~rank senior to ~~recognize~~all ~~any~~of ~~additional~~our ~~revenue~~existing ~~with~~indebtedness, ~~respect~~except as tootherwise set forth in the ~~Merck agreement~~2017 Notes.

Grant revenue. Grant revenue decreased by $72,765, or 45%, to $89,741 for the three months ended June 30, 2017, as compared to $162,506 for the three months ended June 30, 2016. This decrease is attributable to our Phase II Small Business Innovation Research agreement with the NCI which expired per the terms of the agreement in March 2017.20

~~Research and development expenses.~~In ~~Research~~the ~~and~~event ~~development~~of ~~expenses~~any ~~decreased by $357~~liquidation,~~463,~~ dissolution or ~~29%,~~winding toup ~~$883,338~~of ~~for~~our company, the ~~three~~Holders ~~months~~will ~~ended~~be ~~June~~entitled ~~30, 2017, as compared~~ to $1receive,~~240,801~~ ~~for~~out ~~the~~of ~~three~~assets available ~~months ended June 30~~therefor, ~~2016.~~an ~~This~~amount ~~decrease~~equal ~~is primarily attributable~~ to a124% ~~decrease~~of inthe ~~payroll and~~outstanding ~~personnel~~principal ~~expenses~~amount of ~~$163,553~~the as2017 aNotes, ~~result~~together ofwith ~~lower~~accrued ~~headcount,~~and aunpaid interest ~~decrease~~due inthereon. ~~royalties~~In ~~owed~~the toevent ~~MIT~~ of ~~$90,000,~~ a ~~decrease in~~sale ~~stock-based compensation expense~~ of ~~$65,121 resulting from options granted to purchase~~ our ~~common~~company ~~stock~~ during the ~~three~~term ~~months ended~~of ~~March~~the ~~31,~~2017 ~~2016~~Notes, ~~and~~at athe ~~decrease~~closing ~~in depreciation expense~~ of ~~$63~~such sale,~~775.~~ ~~All~~at the ~~stock-based~~option ~~compensation~~of ~~expense~~each ~~for~~Holder, ~~the~~a ~~options granted~~Holder ~~during~~will ~~the~~be ~~three~~entitled ~~months~~to ~~ended~~receive ~~March~~an ~~31,~~amount ~~2016~~equal ~~was~~to ~~recognized~~200% ~~during~~of the ~~six~~outstanding ~~months~~principal ~~ended~~amount ~~June 30, 2016. As a result~~ of ~~our~~the ~~determinations in June~~ 2017 toNotes, ~~terminate~~together ~~our~~with ~~research~~accrued and ~~development~~unpaid ~~function~~interest ~~and~~due ~~sell~~thereon; ~~our laboratory equipment~~provided, asthat ~~well~~such ~~as to~~amount ~~wind~~will ~~down~~be ~~our~~paid ~~remaining~~in ~~operations~~either ~~and~~cash or ~~dispose~~securities of ~~our~~the ~~remaining~~acquiring ~~assets,~~entity weat dosuch ~~not~~acquiring ~~expect~~entity’s ~~to incur significant research and development expenses in the future~~discretion.

~~General~~The 2017 ~~and~~Notes ~~administrative~~are ~~expenses. General~~convertible ~~and~~at ~~administrative~~the ~~expenses~~option ~~decreased~~of bythe $1Holder,~~135,826,~~ orin ~~65%,~~whole toor ~~$609~~in part,~~378~~ ~~for~~into ~~the~~shares ~~three~~of ~~months~~our ~~ended~~common ~~June~~stock ~~30,~~(the ~~2017,~~“Conversion asShares” ~~compared~~and totogether ~~$1,745,204~~with ~~for~~ the ~~three~~Interest ~~months ended June 30~~Shares, ~~2016.~~the ~~This~~“Repayment ~~decrease~~Shares”) isat ~~primarily~~any ~~attributable~~time ~~to a decrease in payroll~~after ~~and~~the ~~personnel~~earlier ~~expenses~~ of ~~$633,860~~(i) asthe date a ~~result~~registration ofstatement ~~lower~~registering ~~headcount,~~the aRepayment ~~decrease~~Shares inis ~~professional~~declared ~~fees~~effective ofby ~~$292,613,~~the ~~and~~SEC aor ~~decrease~~(ii) insix ~~stock-based~~months ~~compensation~~after ~~expense~~the date of ~~$111,333~~the ~~resulting~~initial ~~from~~closing ~~options~~of ~~granted to purchase our common stock during~~ the ~~three~~2017 ~~months ended~~Unit ~~March 31, 2016~~Offering. ~~All~~If ~~stock-based~~no ~~compensation~~conversion ~~expense~~has ~~for~~taken ~~the~~place ~~options~~within ~~granted~~twelve ~~during the three~~ months ~~ended March 31, 2016~~ ~~was~~after ~~recognized during~~ the ~~six~~Closing ~~months ended June 30~~Date, ~~2016.~~the ~~As a result of our determination in June~~ 2017 ~~to wind down our remaining operations~~Notes, wetogether ~~expect~~with ~~that~~accrued ~~our general~~ and ~~administrative~~unpaid ~~expenses~~interest thereon, will ~~continue~~automatically toconvert ~~decrease~~into ~~in the future~~Repayment Shares.

~~Interest expense,~~The ~~net.~~conversion ~~Interest~~price ~~expense,~~per ~~net~~share ~~increased~~of bycommon ~~$775,750,~~stock toin ~~$780,373~~either ~~for~~event ~~the~~listed ~~three~~above ~~months~~is ~~ended~~the ~~June~~lesser ~~30,~~of ~~2017,~~(i) as$0.10 ~~compared~~per share (subject to adjustment $4in certain circumstances),~~623~~ ~~for~~or (ii) 75% of the ~~three~~volume ~~months~~weighted ~~ended~~average ~~June~~price ~~30,~~of ~~2016.~~our ~~This~~common ~~increase~~stock isduring ~~largely~~10 ~~attributable~~consecutive trading days ending on the trading day immediately prior to ~~non-cash~~the ~~interest~~conversion ~~expense~~date, subject to a floor of $~~768,200~~0.03 ~~resulting~~per ~~from~~share (the ~~accretion~~floor ofis ~~the~~subject to ~~discount~~adjustment ~~and~~in ~~other~~certain ~~expenses~~circumstances ~~associated~~if ~~with~~we ~~our~~issue ~~2017~~common ~~Notes~~stock, ~~during~~or ~~the~~common ~~three~~stock equivalents, at a price below $0.03 per share ~~months~~of ~~ended~~our ~~June~~common 30stock, ~~2017~~and a proportionate adjustment in certain other circumstances).

~~Change~~The 2017 inNotes ~~fair~~provide ~~value~~that the outstanding principal amount of ~~derivative~~ ~~liabilities.~~the ~~Change~~2017 inNotes, ~~fair~~together ~~value~~with accrued and unpaid interest due thereon, will convert automatically into shares of ~~derivative~~our ~~liabilities~~common ~~decreased~~stock byon the date on which we complete and close an offering involving the sale of at least $~~144~~5,~~099~~000,000 orof ~~100%,~~equity assecurities noor ~~derivative liabilities~~securities ~~were~~convertible ~~outstanding~~into ~~during~~or ~~the~~exercisable ~~three~~for ~~months~~equity ~~ended~~securities ~~June~~by ~~30,~~us ~~2017~~(a “Qualified Financing”). WeAt ~~recognized~~the closing of a ~~change~~Qualified inFinancing, ~~fair~~all ~~value~~outstanding ofprincipal ~~derivative~~and accrued ~~liabilities~~interest ofthen ~~$144,099~~due ~~for~~on the ~~three~~2017 ~~months~~Notes ~~ended~~shall ~~June~~automatically ~~30,~~be ~~2016.~~converted ~~Our~~into ~~derivative~~a ~~liabilities~~number ~~were~~of ~~extinguished~~shares inof ~~conjunction with~~ our ~~offer~~common stock based upon a 25% discount to ~~amend~~the ~~and~~lesser ~~exercise~~of ~~certain~~(i) ~~outstanding~~the ~~warrants,~~lowest price at which wecommon ~~consummated~~stock is sold in ~~December~~the ~~2016~~Qualified Financing, or (ii) the ~~“Warrant~~lowest ~~Tender~~price ~~Offer”)~~at which securities sold in the Qualified Financing can be exercised for or converted into our common stock.

~~Wind~~Our obligations ~~down~~under ~~expenses.~~the ~~Wind down~~2017 ~~expenses~~Notes ~~were~~are $1secured,~~055,246~~ ~~for~~pursuant to the ~~three~~terms ~~months~~of ~~ended~~an ~~June~~intellectual ~~30,~~property ~~2017.~~security Weagreement ~~recognized~~(the no“Security Agreement”), ~~wind~~dated ~~down~~as ~~expenses~~of ~~for~~ the ~~three~~Closing ~~months ended June 30~~Date, ~~2016.~~among Inthe ~~connection~~Grantors ~~with~~(as ~~our~~defined ~~decision~~below), tothe ~~wind~~Holders ~~down~~and ~~our~~the ~~remaining~~collateral agent ~~operations,~~for wethe ~~extinguished~~Holders ~~prepaid~~named ~~rent~~therein, ofby ~~$99,115 and~~a ~~restricted~~first ~~cash~~priority ofsecurity ~~$529,699,~~interest ~~offset~~in byall ~~the~~now ~~extinguishment~~owned ofor ~~deferred~~hereafter ~~rent~~acquired intellectual property of ~~$67,109,~~both ~~which~~us ~~were~~and ~~all~~Enumeral ~~associated~~Biomedical ~~with~~Corp., our ~~operating~~ ~~lease,~~wholly-owned ~~during~~subsidiary (the ~~three~~“Subsidiary” ~~months~~and together ~~ended~~with ~~June~~Enumeral 30Biomedical Holdings, ~~2017~~Inc. ~~In addition~~, wethe ~~incurred a loss of $493~~“Grantors”),~~541,~~ ~~resulting~~except ~~primarily from~~to the ~~auction~~extent ~~sale~~such ofintellectual property ~~our~~cannot ~~laboratory~~be ~~equipment~~assigned ~~and~~or the ~~buyout~~creation of ~~our~~a ~~equipment~~security ~~lease~~interest ~~during~~would ~~the~~be ~~three~~prohibited ~~months~~by ~~ended~~applicable ~~June~~law ~~30, 2017~~or contract.

20On October 23, 2017, the Grantors entered into Amendment No. 1 to the Security Agreement (the “Amendment”) with certain Holders who constituted Majority Holders (as defined in the Security Agreement). Pursuant to the terms of the Amendment, the Security Agreement was amended to exclude from the definition of collateral in the Security Agreement all intellectual property and other assets related to the Grantors’ TIM-3 antibody program and CD39 antibody program, and to terminate the security interest held by the Holders in such assets.

~~Net~~Pursuant to ~~loss.~~the ~~Net~~terms ~~loss increased~~of ~~$1,791,037,~~a orplacement ~~133%~~agency agreement (the “Placement Agency Agreement”), todated $3as of May 12,~~138~~ 2017,~~594~~ between us and the placement agents for the ~~three~~2017 ~~months~~Unit ~~ended~~Offering ~~June~~(the ~~30,~~“Placement ~~2017~~Agents”), asthe ~~compared~~Placement Agents are paid a commission equal to ~~$1,347,557~~ten ~~for~~percent (10%) of the gross proceeds at each closing of the 2017 Unit Offering (the “Placement ~~three~~Agent ~~months~~Cash ~~ended~~Fee”). ~~June~~The 30Placement Agency Agreement also provides that the Placement Agents, ~~2016.~~or ~~This~~their ~~increase~~designees, ~~was~~will receive ~~primarily~~five-year ~~due~~warrants (the “2017 Placement Agent Warrants”) to purchase a ~~decrease~~number inof ~~revenue~~shares of ~~$1,309,231,~~our common stock at an ~~increase~~exercise inprice ~~wind~~of ~~down~~$0.05 ~~expenses~~per share equal to 10% of ~~$1,055,246, an~~the ~~increase~~number inof Conversion Shares issuable upon conversion ~~interest~~of ~~expense,~~the ~~net~~2017 Notes issues at each closing of ~~$775~~the 2017 Unit Offering,~~750,~~ ~~and~~based on a ~~decrease~~conversion inprice ~~the~~of ~~change~~$0.10 inper ~~the~~share. ~~fair~~In accordance ~~value~~with the terms of ~~derivative~~the ~~liabilities~~Placement ofAgency ~~$144~~Agreement,~~099,~~ ~~offset~~on bythe aClosing ~~decrease~~Date inwe ~~other~~issued ~~operating~~2017 ~~expenses~~Placement Agent Warrants to purchase an aggregate of $1768,~~493,289~~200 shares of our common stock on the terms set forth above to the Placement Agents.

~~Six months ended June 30, 2017 as compared to six months ended June 30, 2016~~21

	Six Months Ended June 30,						Increase
	2017			2016			(Decrease)
Revenue:
Collaboration and license revenue	$	100,000		$	1,652,484		$	(1,552,484	)
Grant revenue		104,246			280,945			(176,699	)
Total revenue		204,246			1,933,429			(1,729,183	)
Cost of revenue and expenses:
Research and development		2,029,453			2,710,844			(681,391	)
General and administrative		1,479,176			2,939,538			(1,460,362	)
Wind down expenses		1,055,246			—			1,055,246
Total cost of revenue and expenses		4,563,875			5,650,382			(1,086,507	)
Loss from operations		(4,359,629	)		(3,716,953	)		(642,676	)
Other income (expense):
Interest expense, net		(782,267	)		(8,190	)		(774,077	)
Warrant expense		(8,276	)		—			(8,276	)
Change in fair value of derivative liabilities		—			822,534			(822,534	)
Total other income (expense), net		(790,543	)		814,344			(1,604,887	)
Net loss	$	(5,150,172	)	$	(2,902,609	)	$	(2,247,563	)

The Placement Agency Agreement also provides that if, within 12 months of the Closing Date, we complete a financing or similar transaction (a “Subsequent Financing”) with a party introduced to us by the Placement Agents in connection with the 2017 Unit Offering, and a Placement Agent does not participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash Fee and 2017 Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for the 2017 Unit Offering.

~~Collaboration~~Pursuant to ~~and~~a ~~license revenue.~~Registration ~~Collaboration~~Rights ~~and~~Agreement, ~~license~~dated ~~revenue~~as ~~decreased~~of bythe ~~$1,552,484,~~Closing orDate ~~94%~~(the “Registration Rights Agreement”), we granted registration rights to ~~$100,000~~each ~~for~~Holder with respect to the ~~six~~Repayment ~~months~~Shares ~~ended~~and ~~June~~the ~~30,~~shares of our common stock issuable ~~2017,~~upon asexercise ~~compared~~of tothe $1Investor Warrants (the “Investor Warrant Shares”),~~652,484~~ ~~for~~and to the ~~six~~Placement ~~months~~Agent ~~ended~~with respect ~~June~~to ~~30,~~the ~~2016.~~shares ~~This~~of ~~decrease~~our incommon ~~collaboration~~stock ~~and~~issuable ~~license~~upon ~~revenue~~exercise isof the 2017 Placement Agent Warrants (the “Placement ~~attributable~~Agent toWarrant ~~our~~Shares,” ~~license~~and, ~~agreement~~together with ~~Pieris~~the ~~Pharmaceuticals~~Repayment Shares and ~~our~~Investor ~~collaboration~~Warrant ~~agreement~~Shares, ~~with~~the ~~Merck~~“Registrable Shares”). AsUnder athe ~~result~~terms of ~~our~~ ~~determinations~~the inRegistration ~~June~~Rights ~~2017~~Agreement, we agreed to ~~terminate~~use our ~~research~~commercially ~~and~~reasonable ~~development~~efforts to ~~function~~promptly, ~~and~~but ~~sell~~no ~~our~~later ~~laboratory~~than ~~equipment,~~60 ascalendar ~~well as~~days tofrom ~~wind~~the ~~down~~final ~~our~~closing ~~remaining~~date ~~operations~~of the 2017 Unit Offering (the “Final Closing Date”), wefile doa ~~not~~registration ~~expect~~statement with the SEC (the “Registration Statement”) to ~~conduct~~register ~~any~~the ~~further~~resale ~~activities~~of ~~pursuant~~the Registrable Shares. We also agreed to use our ~~study~~commercially ~~agreement with~~reasonable ~~Merck.~~efforts ~~Consequently,~~to weensure dothat ~~not~~such Registration ~~expect~~Statement tois ~~recognize~~declared ~~any~~effective ~~additional~~within ~~revenue~~135 ~~with~~calendar ~~respect~~days toof the ~~Merck~~Final ~~agreement~~Closing Date.

~~Grant~~The Registration ~~revenue.~~Rights ~~Grant~~Agreement ~~revenue~~provides ~~decreased~~that if we are late in filing the Registration Statement or if the Registration Statement byis ~~$176~~not declared effective within 135 days of the Final Closing Date,~~699,~~ or ~~63%~~if certain other Registration Events (as defined in the Registration Rights Agreement) occur, we will be required to ~~$104,246~~pay the holders of Registrable Shares liquidated damages at a rate of 12% per annum of (i) the aggregate purchase price paid by such holder for the ~~six~~Registrable ~~months~~Shares ~~ended~~pursuant ~~June~~to 30the Subscription Agreement, or (ii) $0.05 per share of Registrable Shares issued and issuable to such holder upon exercise of the 2017, asPlacement Agent ~~compared~~Warrants, subject to ~~$280~~certain limitations set forth in the Registration Rights Agreement; provided,~~945~~ ~~for~~however, that in no event shall the ~~six~~aggregate ~~months~~of ~~ended~~any ~~June~~such liquidated damages exceed five percent (5%) of the applicable foregoing amounts described above ~~30,~~with ~~2016~~respect to such holder’s Registrable Shares that are affected by all Registration Events in the aggregate. ~~This~~No liquidated ~~decrease~~damages iswill ~~attributable~~accrue and accumulate with respect to ~~our~~(a) ~~Phase~~any IIRegistrable ~~Small~~Shares ~~Business~~removed ~~Innovation~~from ~~Research~~the ~~agreement~~Registration ~~with~~Statement in response to a comment from the ~~NCI~~staff of the SEC limiting the number of shares of our common stock which ~~expired per~~may be included in the ~~terms~~Registration Statement. As of the ~~agreement~~date inof ~~March~~this filing, we have not filed a Registration Statement, and we have accrued approximately $17,000 for liquidated damages as of September 30, 2017.

Research and development expenses. Research and development expenses decreased by $681,391, or 25%, to $2,029,453 for the six months ended June 30, 2017, as compared to $2,710,844 for the six months ended June 30, 2016. This decrease is primarily attributable to a decrease in payroll and personnel expenses of $431,917 as a result of lower headcount, a decrease in depreciation expense of $134,611 and a decrease in stock-based compensation expense of $159,689 resulting from options granted to purchase our common stock during the six months ended June 30, 2016. All stock-based compensation expense for the options granted during the six months ended June 30, 2016 was recognized during the six months ended June 30, 2016. As a result of our determinations in June 2017 to terminate our research and development function and sell our laboratory equipment, as well as to wind down our remaining operations and dispose of our remaining assets, we do not expect to incur significant research and development expenses in the future.22

~~General and administrative expenses.~~Results General and administrative expenses decreased by $1,460,362, or 50%, to $1,479,176 for the six months ended June 30, 2017, as compared to $2,939,538 for the six months ended June 30, 2016. This decrease is primarily attributable to a decrease in payroll and personnel expenses of $817,316 as a result of lower headcount, a decrease in stock-based compensation expense of $291,148 resulting from options granted to purchase our common stock during the six months ended June 30, 2016, and a decrease in professional services of $200,727. All stock-based compensation expense for the options granted during the six months ended June 30, 2016 was recognized during the six months ended June 30, 2016. As a result of our determination in June 2017 to wind down our remaining operations, we expect that our general and administrative expenses will continue to decrease in the future.Operations

21Three months ended September 30, 2017 as compared to three months ended September 30, 2016

Interest expense, net. Interest expense, net increased by $774,077, to $782,267 for the six months ended June 30, 2017, as compared to $8,190 for the six months ended June 30, 2016. This change is largely attributable to non-cash interest expense of $768,200 resulting from the accretion of the discount and other expenses associated with our 2017 Notes during the six months ended June 30, 2017.

	Three Months Ended September 30,						Increase
	2017			2016			(Decrease)
Revenue:
Collaboration and license revenue	$	—		$	226,115		$	(226,115	)
Grant revenue		—			94,696			(94,696	)
Total revenue		—			320,811			(320,811	)
Cost of revenue and expenses:
Research and development		90,822			1,026,317			(935,495	)
General and administrative		457,911			812,974			(355,063	)
Wind down expenses		—			—			—
Total cost of revenue and expenses		548,733			1,839,291			(1,290,558	)
Loss from operations		(548,733	)		(1,518,480	)		969,747
Other income (expense):
Interest expense, net		(23,316	)		(152,261	)		128,945
Change in fair value of derivative liabilities		—			409,891			(409,891	)
Total other income (expense), net		(23,316	)		257,630			(280,946	)
Net loss	$	(572,049	)	$	(1,260,850	)	$	688,801

~~Warrant~~Collaboration and ~~expense~~license revenue. ~~Warrant~~Collaboration ~~expense was~~and license revenue decreased by $8226,~~276~~115, or 100%, to $0 for the ~~six~~three months ended ~~June~~ September 30, 2017., ~~There~~as ~~was~~compared noto ~~warrant~~$226,115 ~~expense~~for ~~recorded during~~ the ~~six~~three months ended ~~June~~September 30, 2016. ~~Warrant~~ ~~expense~~This ~~for~~decrease ~~the~~in ~~six~~collaboration ~~months~~and ~~ended~~license ~~June~~revenue is ~~30,~~attributable ~~2017~~to isour ~~the~~collaboration ~~result~~agreement ofwith Merck. As a ~~modification~~result of ~~the~~our ~~exercise~~determination ~~price~~in ofJune ~~the~~2017 ~~2016~~to ~~Placement~~terminate our research ~~Agent~~and ~~Warrants~~development ~~from~~function ~~$0.125~~and sell our laboratory equipment, as well as to $0wind down our remaining operations, we do not expect to conduct any further activities pursuant to our study agreement with Merck.~~0625~~ ~~which~~Consequently, ~~occurred~~we indo ~~March~~not ~~2017~~expect to recognize any additional revenue with respect to the Merck agreement.

~~Change in fair value of derivative liabilities.~~Grant ~~Change~~revenue. inGrant ~~fair~~revenue ~~value of derivative liabilities~~ decreased by $~~822~~94,~~534~~696, or 100%, asto no$0 ~~derivative~~for ~~liabilities were outstanding during~~ the ~~six~~three months ended ~~June~~September 30, 2017., ~~We recognized~~as acompared ~~change in fair value of derivative liabilities of~~ to $~~822~~94,~~534~~696 for the ~~six~~three months ended ~~June~~September 30, 2016. ~~Our~~This decrease is attributable to our Phase II Small Business Innovation ~~derivative~~Research ~~liabilities~~agreement ~~were~~with ~~extinguished~~the inNCI, ~~December~~which ~~2016~~expired asper ~~part~~the terms of the ~~Warrant~~agreement ~~Tender~~in ~~Offer~~March 2017.

~~Wind~~Research and ~~down~~development expenses. ~~Wind~~Research ~~down~~and development expenses ~~were~~ decreased by $1935,~~055~~495,~~246~~ or 91%, to $90,822 for the ~~six~~three months ended ~~June~~September 30, 2017., Weas ~~recognized~~compared noto ~~wind~~$1,026,317 ~~down expenses~~ for the ~~six~~three months ended ~~June~~September 30, 2016. InThis ~~connection~~decrease ~~with~~is ~~our~~primarily attributable ~~decision~~ to ~~wind~~a ~~down~~decrease ~~our~~in ~~remaining~~payroll ~~operations,~~and wepersonnel ~~extinguished~~expenses ~~prepaid~~of ~~rent~~$164,527 as a result of ~~$99~~lower headcount,~~115~~ ~~and~~a ~~restricted~~decrease in lab supplies ~~cash~~expenses of $~~529~~227,~~699~~847, ~~offset~~a bydecrease ~~the~~in ~~extinguishment~~facility ofexpense ~~deferred rent~~ of $67301,~~109~~443, ~~which~~and ~~were~~a ~~all~~decrease ~~associated~~in ~~with~~depreciation ~~our~~expense ~~operating~~of ~~lease~~$126, ~~during~~301. ~~the~~As ~~six~~a ~~months~~result of ~~ended~~our ~~June~~determinations ~~30,~~in June 2017. Into ~~addition,~~terminate weour ~~incurred~~research aand ~~loss~~development offunction ~~$493,541,~~and ~~resulting~~sell ~~primarily~~our ~~from~~laboratory ~~the~~equipment, ~~auction~~as ~~sale~~well ofas to wind down our ~~laboratory~~remaining ~~equipment~~operations and ~~the~~dispose ~~buyout~~ of our ~~equipment~~remaining ~~lease~~assets, ~~during~~we ~~the~~do ~~six~~not ~~months~~expect ~~ended~~to ~~June~~incur ~~30,~~research ~~2017~~and development expenses in the future.

~~Net~~General and ~~loss~~administrative expenses. ~~Net~~General ~~loss~~and ~~increased~~ administrative expenses decreased by $2355,~~247~~063,~~563,~~ or 7744%, to $5457,~~150,172~~911 for the ~~six~~ three months ended ~~June~~September 30, 2017, as compared to $2812,~~902,609~~974 for the ~~six~~three months ended ~~June~~ September 30, 2016. This ~~increase~~decrease ~~was~~is primarily attributable ~~due~~ to a decrease in ~~revenue~~payroll and personnel expenses of $181,~~729,183,~~133 anas ~~increase~~a inresult ~~wind~~of ~~down~~lower ~~expenses of $1~~headcount,~~055,246,~~ a decrease in ~~the~~consultant costs ~~change~~of in$33,839, ~~the~~and ~~fair~~a ~~value~~decrease ofin ~~derivative~~stock-based ~~liabilities~~compensation expense of $~~822~~234,~~534,~~228. ~~and~~As ana ~~increase~~result of our determination in ~~interest~~June 2017 ~~expense,~~to ~~net~~wind ofdown ~~$774~~our remaining operations,~~077,~~ ~~offset~~we byexpect athat ~~decrease~~our ingeneral ~~other~~and ~~operating~~administrative expenses ofwill ~~$2,141,753~~continue to decrease in the future.

AsInterest expense, ofnet. ~~June~~Interest 30expense, ~~2017,~~net wedecreased ~~had~~by ~~accumulated losses of~~ $31128,~~415~~945,~~379~~ ~~since~~or ~~inception and~~85%, ~~therefore~~to $23,316 ~~have~~for ~~not~~the ~~paid~~three ~~any~~months ~~federal~~ended ~~income~~September ~~taxes.~~30, ~~Realization of deferred tax assets~~2017, isas ~~dependent~~compared onto ~~future earnings~~$152,261 iffor ~~any,~~ the ~~timing~~three ~~and~~months ~~amount~~ended ofSeptember ~~which~~30, ~~are uncertain~~2016. ~~Accordingly,~~This ~~valuation~~decrease ~~allowances~~is inlargely ~~amounts equal~~attributable to ~~the~~lower ~~deferred~~non-cash interest ~~tax~~expense ~~assets~~of ~~have~~$23,046 ~~been~~associated ~~established~~with toour ~~reflect~~2017 ~~these~~Notes ~~uncertainties.~~for ~~Utilization of~~ the ~~deferred~~three ~~tax~~month ~~asset,~~period ~~consisting of~~ended ~~net~~September ~~operating loss and research and development credit carryforwards~~30, ~~may~~2017 beversus ~~subject to a substantial annual limitation under~~$152,261 ~~Section~~in ~~382~~interest ofexpense ~~the~~associated ~~Internal~~with ~~Revenue~~certain ~~Code~~promissory ofnotes ~~1986 due to ownership change limitations~~ that ~~have~~we ~~occurred~~issued ~~previously or that could occur~~ in ~~the~~July ~~future.~~2016 ~~These~~for ~~ownership changes may limit~~ the ~~amount~~three ofmonth ~~net~~period ~~operating~~ended ~~loss and research and development credit carryforwards~~September ~~that can be utilized annually to offset future taxable income and tax~~30, ~~respectively~~2016.

~~Liquidity and Capital Resources~~23

WeChange in ~~have~~fair ~~financed~~value ~~our~~of ~~operations~~derivative ~~since~~liabilities. ~~inception primarily~~Change ~~through~~in ~~equity~~fair ~~financings~~value of ~~both~~derivative ~~preferred~~liabilities ~~and~~decreased ~~common~~by ~~stock~~$409,891, ~~venture~~or ~~debt~~100%, ~~and revenues from corporate collaborations~~as ~~and~~no ~~our~~derivative ~~contracts~~liabilities ~~with~~were ~~NCI.~~outstanding Weduring ~~have~~the ~~raised~~three ~~gross~~months ~~proceeds~~ended ofSeptember ~~approximately $40 million~~30, ~~consisting of: (i) a $3~~2017.2 ~~million~~We ~~Series A~~recognized ~~Preferred Stock financing completed in early 2011; (ii)~~ a ~~$2.7~~change ~~million Series A-1 Preferred Stock financing completed~~ in ~~mid-2012; (iii)~~fair ~~a $2.7 million Series A-2 Preferred Stock financing completed in mid-2013; (iv) a $2.0 million Series B Preferred Stock financing~~value inof ~~April~~derivative ~~2014;~~liabilities ~~(v)~~of a $~~750~~409,~~000~~891 ~~bridge~~for ~~note financing in~~ the ~~first~~three ~~half~~months ofended ~~2014;~~September ~~(vi)~~30, ~~$21~~2016.5 ~~million~~Our inderivative ~~the~~liabilities ~~PPO~~were extinguished in ~~July~~conjunction ~~2014;~~with ~~(vii) a~~our ~~$3.0~~offer ~~million~~to ~~12%~~amend ~~Senior~~and ~~Note~~exercise ~~financing~~certain inoutstanding ~~July~~warrants, ~~2016;~~which ~~(viii)~~we aconsummated ~~$3.4 million Warrant Tender Offer~~ in December 2016; ~~and~~ (~~ix) a $668,000 2017 Unit Offering in May 2017. The securities issued in~~ the ~~above financing rounds prior to the PPO were converted into~~“Warrant ~~Enumeral~~Tender ~~Biomedical common stock in the Merger~~Offer”).

22Net loss. Net loss decreased $688,801, or 55%, to $572,049 for the three months ended September 30, 2017, as compared to $1,260,850 for the three months ended September 30, 2016. This decrease was primarily due to a decrease in revenue of $320,811, a decrease in interest expense, net of $128,945, and a decrease in the change in the fair value of derivative liabilities of $409,891, offset by a decrease in other operating expenses of $1,290,558.

~~The unaudited condensed consolidated financial~~Nine ~~statements~~months ~~have~~ended ~~been~~September ~~prepared~~30, in2017 ~~conformity with generally accepted accounting principles in the United States which contemplate our continuation~~ as acompared ~~going~~to ~~concern.~~nine Asmonths ofended ~~June~~September 30, ~~2017, we had an accumulated deficit of $31,415,379 and have experienced negative cash flows from operations since inception.~~2016

We are currently in the process of winding down our operations, disposing of our remaining assets, and resolving our outstanding debts. Our liquidity is dependent on our ability to manage all elements in this process in a manner favorable to us. As we wind down our operations, we continue to consider possible transactions pursuant to which we may sell our remaining assets, and/or effect a strategic transaction, such as a merger. If we are unable to effect one or more such transactions, we may be compelled to commence liquidation or bankruptcy proceedings. As of June 30, 2017, we had cash and cash equivalents totaling $576,307, excluding restricted cash. As of the date of this filing, we do not have sufficient cash resources to continue to fund our operations and pay all of our outstanding creditors. The unaudited condensed consolidated financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

	Nine Months Ended
	September 30,						Increase
	2017			2016			(Decrease)
Revenue:
Collaboration and license revenue	$	100,000		$	1,878,599		$	(1,778,599	)
Grant revenue		104,246			375,641			(271,395	)
Total revenue		204,246			2,254,240			(2,049,994	)
Cost of revenue and expenses:
Research and development		2,120,275			3,737,161			(1,616,886	)
General and administrative		1,937,087			3,752,512			(1,815,425	)
Wind down expenses		1,055,246			—			1,055,246
Total cost of revenue and expenses		5,112,608			7,489,673			(2,377,065	)
Loss from operations		(4,908,362	)		(5,235,433	)		327,071
Other income (expense):
Interest expense, net		(805,583	)		(160,451	)		(645,132	)
Warrant expense		(8,276	)		—			(8,276	)
Change in fair value of derivative liabilities		—			1,232,425			(1,232,425	)
Total other income (expense), net		(813,859	)		1,071,974			(1,885,833	)
Net loss	$	(5,722,221	)	$	(4,163,459	)	$	(1,558,762	)

~~Cash~~Collaboration and ~~Flows~~license revenue. Collaboration and license revenue decreased by $1,778,599, or 95%, to $100,000 for the nine months ended September 30, 2017, as compared to $1,878,599 for the nine months ended September 30, 2016. This decrease in collaboration and license revenue is attributable to our license agreement with Pieris Pharmaceuticals and our collaboration agreement with Merck. As a result of our determinations in June 2017 to terminate our research and development function and sell our laboratory equipment, as well as to wind down our remaining operations, we do not expect to conduct any further activities pursuant to our study agreement with Merck. Consequently, we do not expect to recognize any additional revenue with respect to the Merck agreement.

~~The~~Grant revenue. ~~following~~Grant ~~table~~revenue ~~summarizes~~decreased ~~our~~by ~~uses of~~$271,395, ~~cash~~or 72%, to $104,246 for the ~~six~~nine months ended ~~June~~September 30, 2017, ~~and~~as compared to $375,641 for the nine months ended September 30, 2016. This decrease is attributable to our Phase II Small Business Innovation Research agreement with the NCI, ~~respectively:~~which expired per the terms of the agreement in March 2017.

	Six Months Ended, June 30,						Increase
	2017			2016			(Decrease)
Net cash used in operating activities	$	(2,800,924	)	$	(2,343,570	)	$	(457,354	)
Net cash used in investing activities		(29,491	)		—			(29,491	)
Net cash provided by (used in) financing activities		244,322			(118,873	)		363,195
Net decrease in cash and cash equivalents	$	(2,586,093	)	$	(2,462,443	)	$	(123,650	)

Research and development expenses. Research and development expenses decreased by $1,616,886, or 43%, to $2,120,275 for the nine months ended September 30, 2017, as compared to $3,737,161 for the nine months ended September 30, 2016. This decrease is primarily attributable to a decrease in payroll and personnel expenses of $596,443, a decrease in lab supplies of $127,838, a decrease in facilities costs of $294,361, a decrease in depreciation expense of $260,912, and a decrease in stock-based compensation expense of $170,792. As a result of our determinations in June 2017 to terminate our research and development function and sell our laboratory equipment, as well as to wind down our remaining operations and dispose of our remaining assets, we do not expect to incur research and development expenses in the future.

The change in net decrease in cash and cash equivalents for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 was $123,650, representing the aggregate of (i) an increase in net cash used in operating activities of $457,354, (ii) an increase in net cash used in investing activities of $29,491 and (iii) a change of in net cash provided by (used in) financing activities of $363,195.24

~~Operating~~General and ~~Activities~~administrative expenses. General and administrative expenses decreased by $1,815,425, or 48%, to $1,937,087 for the nine months ended September 30, 2017, as compared to $3,752,512 for the nine months ended September 30, 2016. This decrease is primarily attributable to a decrease in payroll and personnel expenses of $821,514 as a result of lower headcount, a decrease in travel and entertainment expanses of $104,203, a decrease in professional fees of $286,852, and a decrease in stock-based compensation expense of $525,376. As a result of our determination in June 2017 to wind down our remaining operations, we expect that our general and administrative expenses will continue to decrease in the future.

~~Net~~Interest expense, ~~cash~~net. ~~used~~Interest inexpense, ~~operating~~net ~~activities~~increased ~~was~~ by $2645,~~800~~132,~~924~~ or 402%, to $805,583 for the ~~six~~nine months ended ~~June~~September 30, 2017, as ~~which~~compared ~~consisted~~to ~~primarily~~$160,451 offor athe ~~net~~nine ~~loss~~months ofended $5September 30,~~150,172,~~ ~~adjusted~~2016. ~~for~~This ~~non-cash items~~change ~~including~~is ~~accretion~~largely ofattributable ~~debt~~to ~~discount~~non-cash ~~and~~interest expense ~~issuance costs~~ of $768,200, ~~loss~~resulting onfrom ~~disposal~~the ofaccretion ~~fixed assets~~ of ~~$493,541,~~the ~~depreciation~~ discount and ~~amortization~~other ofexpenses ~~$219,389,~~associated ~~stock-based~~with ~~compensation~~our of2017 ~~$151,486,~~Notes ~~and~~during athe nine ~~net~~months ~~decrease~~ended inSeptember ~~operating assets and liabilities of $697~~30,~~700~~ 2017.

~~Net~~Warrant expense. ~~cash~~Warrant ~~used~~expense ~~in operating activities~~ was $28,~~343,570~~276 for the ~~six~~nine months ended ~~June~~September 30, ~~2016,~~2017. ~~which~~There ~~consisted~~was ~~primarily~~no ofwarrant aexpense ~~net~~recorded ~~loss~~during the ofnine $2months ended September 30,~~902,609,~~ ~~adjusted~~2016. ~~for~~Warrant ~~non-cash items~~expense ~~including~~for the ~~change~~nine inmonths ended September 30, 2017 is the ~~fair~~result ~~value~~of a March 2017 modification of the ~~derivative~~exercise ~~liabilities~~price offrom $~~822,534,~~0.125 ~~stock-based~~to ~~compensation~~$0.0625 offor ~~$602,322,~~certain ~~depreciation and~~warrants ~~amortization~~that ofhad ~~$354,000,~~previously ~~and~~been aissued ~~net~~in ~~decrease~~December 2016 in ~~operating~~connection ~~assets~~with ~~and~~the ~~liabilities~~closing of ~~$425,251~~the Warrant Tender Offer.

~~Investing~~Change in ~~Activities~~fair value of derivative liabilities. Change in fair value of derivative liabilities decreased by $1,232,425, or 100%, as no derivative liabilities were outstanding during the nine months ended September 30, 2017. We recognized a change in fair value of derivative liabilities of $1,232,425 for the nine months ended September 30, 2016. Our derivative liabilities were extinguished in December 2016 as part of the Warrant Tender Offer.

~~Net~~Wind down ~~cash~~expenses. ~~used~~Wind indown ~~investing activities~~expenses ~~was~~were $291,~~491~~055,246 for the ~~six~~nine months ended ~~June~~September 30, 2017. ~~Net~~We ~~cash~~recognized ~~used~~no inwind ~~investing~~down expenses ~~activities~~ for the ~~six~~nine months ended September 30, 2016. In connection with our decision to wind down our remaining operations, we extinguished prepaid rent of $99,115 and restricted cash of $529,699, offset by the extinguishment of deferred rent of $67,109, all of which were associated with our operating lease, during the nine months ended ~~June~~September 30, 2017. ~~consisted~~In addition, we incurred a loss of ~~purchases~~$493,541, resulting primarily from the auction sale of our laboratory equipment and the buyout of ~~$29~~our equipment lease during the nine months ended September 30,~~491~~ 2017.

~~There~~Net loss. ~~was~~Net noloss ~~net~~increased ~~cash~~$1,558,762, ~~used~~or ~~in investing~~137%, ~~activities~~to $5,722,221 for the ~~six~~nine months ended ~~June~~September 30, 2017, as compared to $4,163,459 for the nine months ended September 30, 2016. This increase was primarily due to a decrease in revenue of $2,049,994, an increase in wind down expenses of $1,055,246, a decrease in the change in the fair value of derivative liabilities of $1,232,425, and an increase in interest expense, net of $645,132, offset by a decrease in other operating expenses of $3,432,311.

23As of September 30, 2017, we had accumulated losses of $31,987,428 since inception and, therefore, have not paid any federal income taxes. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, valuation allowances in amounts equal to the deferred tax assets have been established to reflect these uncertainties. Utilization of the deferred tax asset, consisting of net operating loss and research and development credit carryforwards, may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

~~Financing~~Liquidity and ~~Activities~~Capital Resources

~~Net~~The unaudited ~~cash~~condensed ~~provided~~consolidated byfinancial ~~financing~~statements ~~activities was~~have ~~$244,322~~been ~~for~~prepared ~~the~~in ~~six~~conformity ~~months~~with ~~ended~~generally ~~June~~accepted ~~30,~~accounting ~~2017.~~principles in ~~Net~~the ~~cash~~United ~~provided~~States bywhich ~~financing~~contemplate ~~activities~~our ~~for~~continuation ~~the~~as ~~six~~a ~~months~~going ~~ended~~concern. ~~June~~As of September 30, 2017, ~~consisted~~we ofhad ~~issuance~~an ofaccumulated ~~promissory notes~~ deficit of $~~461~~31,~~367~~987,428 ~~offset~~and byhave ~~payments~~experienced onnegative ~~the~~cash ~~equipment~~flows ~~lease~~from ~~financing~~operations ofsince ~~$217,045~~inception.

~~Net cash used in financing activities was $118,873 for the six months ended June 30, 2016, which consisted of payments on the equipment lease financing.~~25

~~Critical~~We are ~~Accounting~~currently ~~Policies~~in the process of winding down our operations, ~~Estimates~~disposing of our remaining assets, and ~~Judgments~~resolving our outstanding debts. Our liquidity is dependent on our ability to manage all elements in this process in a manner favorable to us. As we wind down our operations, we have continued to consider possible transactions pursuant to which we may sell our remaining assets, and/or effect a strategic transaction, such as a merger. We may also determine to commence liquidation or bankruptcy proceedings.

~~Basis~~In October 2017, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. Pursuant to the terms of ~~Presentation~~the Purchase Agreement, we sold, assigned and transferred all of its right, title and interest in and to specified assets of our TIM-3 antibody program and CD39 antibody program in consideration for a cash payment in the amount of $300,000.

~~The~~As ~~accompanying~~of ~~unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in~~ the ~~United~~date ~~States~~ of ~~America (“GAAP”).~~this ~~Any~~filing, ~~reference~~and toafter ~~applicable~~giving ~~guidance~~effect ~~is meant~~ to ~~refer to~~ the ~~authoritative United States generally accepted~~ ~~accounting~~net ~~principles~~proceeds asfrom ~~found in~~ the ~~Accounting~~Purchase ~~Standards~~Agreement ~~Codifications~~described and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basisabove, ~~our~~we ~~management~~do ~~evaluates its estimates, which include, but are~~ not ~~limited~~have ~~to,~~sufficient ~~estimates~~cash ~~related~~resources to ~~accruals,~~continue ~~stock-based compensation expense, warrants~~ to ~~purchase~~fund ~~securities, and reported amounts of revenues and expenses during the reported period. We base~~ our ~~estimates on historical experience and other market-specific~~operations or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. There have been no material changes to our critical accounting policies and ~~estimates~~pay asall ~~compared~~of ~~to the critical accounting policies and estimates described in~~ our ~~Annual~~outstanding ~~Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 28, 2017~~creditors.

~~Recent~~The ~~Accounting~~unaudited ~~Pronouncements~~condensed consolidated financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

~~In May 2014, the FASB issued ASU No. 2014-09, Revenue~~Cash from Contracts with Customers (Topic 606). ASU No. 2014-09 provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU No. 2014-09 to annual periods beginning after December 15, 2017, along with an option to permit early adoption as of the original effective date. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The ASU clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The ASU does not change the core principle of the guidance in Topic 606. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. We are required to adopt the amendments in ASU No. 2014-09 using one of two acceptable methods. The new revenue standard allows for either full retrospective or modified retrospective application. We anticipate using the modified retrospective approach to implement this standard. The effective date and transition requirements for the ASUs are the same as the effective date and transition requirements in Topic 606. Public entities should apply the ASUs for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We do not expect to record a material adjustment upon adoption as our current contracts with customers will be completed prior to adoption of the new standard using the modified retrospective application, which requires a cumulative effect of initially applying the standard to opening accumulated deficit as of January 1, 2018. We do anticipate changes in our revenue recognition policies for any revenue generating contracts we may enter into in the future. Flows

24The following table summarizes our uses of cash for the nine months ended September 30, 2017 and 2016, respectively:

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. Early application is permitted. We are currently evaluating the impact the adoption of the accounting standard will have on our unaudited condensed consolidated financial statements.

	Nine Months Ended, September 30,						Increase
	2017			2016			(Decrease)

Net cash used in operating activities	$	(3,445,803	)	$	(4,053,927	)	$	608,124
Net cash provided by investing activities		247,697			—			247,697
Net cash provided by financing activities		244,322			2,351,079			(2,106,757	)
Net decrease in cash and cash equivalents	$	(2,953,784	)	$	(1,702,848	)	$	(1,250,936	)

InThe change ~~November~~in ~~2016,~~net ~~the~~decrease ~~FASB~~in ~~issued~~cash ~~ASU~~and ~~No. 2016-18, Statement~~cash ofequivalents ~~Cash~~for ~~Flows~~the ~~(Topic~~nine ~~230):~~months ~~Restricted~~ended ~~Cash.~~September ~~ASU~~30, ~~2016-18~~2017 ~~requires~~as ~~entities~~compared to ~~reconcile~~the ~~and~~nine ~~explain~~months ~~the~~ended ~~period-over-period~~September ~~change~~30, in2016 ~~total~~was ~~cash~~$1,250,936, ~~cash~~representing ~~equivalents~~the ~~and~~aggregate ~~restricted~~of ~~cash~~(i) ~~within~~a ~~its~~decrease ~~statements~~in ofnet cash ~~flows.~~used ~~ASU~~in ~~2016-18~~operating activities isof ~~effective for fiscal years~~$608, ~~and interim periods within~~124, ~~beginning~~(ii) ~~after~~an ~~December~~increase ~~15,~~in ~~2017.~~net ~~Early~~cash provided ~~adoption~~by isinvesting ~~permitted.~~activities Aof ~~reporting entity~~$247,697, ~~must~~and ~~apply~~(iii) ~~the amendments in ASU 2016-18 using~~ a ~~full~~change ~~retrospective~~of ~~approach.~~in Wenet ~~are~~cash ~~currently evaluating the impact the~~provided ~~adoption~~by financing activities of ~~the ASU will have on our unaudited condensed consolidated financial statements~~$2,106,757.

~~In July 2017, the FASB issued ASU No. 2017-11,~~Operating Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of ASU 2017-11 recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public entities, the amendments in Part I of ASU 2017-11 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted. We do not believe that the adoption of ASU 2017-11 will have a material impact on our unaudited condensed consolidated financial statements.Activities

~~Accounting~~Net cash ~~standards~~used ~~that~~in ~~have~~operating ~~been~~activities ~~issued by~~was $3,445,803 for the ~~FASB~~nine ormonths ~~other~~ended ~~standards~~September 30, 2017, which consisted primarily of a net loss of $5,722,221, adjusted for non-~~setting~~cash ~~bodies~~items ~~that~~including doaccretion ~~not~~of ~~require~~debt ~~adoption~~discount ~~until~~and aissuance ~~future~~costs ~~date~~of ~~are~~$768,200, ~~not~~loss on ~~expected~~disposal toof ~~have~~fixed aassets ~~material~~of $493,541, depreciation and amortization of $219,389, stock-based compensation of $187,130, and ~~impact~~a onnet ~~our~~decrease ~~unaudited~~in ~~condensed~~operating ~~consolidated~~assets ~~financial~~and ~~statements~~liabilities ~~upon~~of ~~adoption~~$566,180.

~~Off~~Net cash used in operating activities was $4,053,927 for the nine months ended September 30, 2016, which consisted primarily of a net loss of $4,163,459, adjusted for non-~~Balance~~cash ~~Sheet~~items ~~Arrangements~~including the change in the fair value of the derivative liabilities of $1,232,425, stock-based compensation of $883,298, depreciation and amortization of $480,301, and a net decrease of $106,284 in operating assets and liabilities.

~~We did not engage in any “off-balance~~Investing ~~sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of June 30, 2017.~~Activities

~~ITEM~~Net cash 3provided by investing activities was $247,697 for the nine months ended September 30, 2017. ~~QUANTITATIVE~~Net ~~AND~~cash ~~QUALITATIVE~~provided ~~DISCLOSURES~~by investing ~~ABOUT~~activities ~~MARKET~~for ~~RISK~~the nine months ended September 30, 2017 consisted of purchases of equipment of $29,491 and proceeds from the sale of equipment of $277,188.

~~We are exposed to market risk related to~~There ~~changes~~was inno ~~interest~~net ~~rates. As of June 30, 2017 and December 31, 2016, we had~~ cash change ~~and cash equivalents of $576,307 and $3,162,400, respectively, consisting primarily of money market funds. The investments~~ in ~~these~~investing ~~financial~~activities ~~instruments are made in accordance with an investment policy approved by our board of directors, which specifies the categories, allocations and ratings of securities we may consider~~ for ~~investment. The primary objective of our investment activities is to preserve principal while at~~ the ~~same~~nine ~~time maximizing~~months ~~the~~ended ~~income~~September we receive without significantly increasing risk. Some of the financial instruments in which we invest could be subject to market risk. This means that a change in prevailing interest rates may cause the value of the instruments to fluctuate. For example30, ~~if we purchase a security that was issued with a fixed interest rate and the prevailing interest rate later rises, the value of that security will probably decline~~2016. To minimize this risk, we intend to maintain a portfolio that may include cash, cash equivalents and investment securities available-for-sale in a variety of securities, which may include money market funds, government and non-government debt securities and commercial paper, all with various maturity dates. Based on our current investment portfolio, we do not believe that our results of operations or our financial position would be materially affected by an immediate change of 10% in interest rates.

25Financing Activities

WeNet cash doprovided ~~not~~by ~~hold~~financing oractivities ~~issue~~was ~~derivatives~~$244,322 ~~derivative commodity~~for ~~instruments~~the ornine ~~other~~months ~~financial~~ended ~~instruments~~September ~~for~~30, ~~speculative trading purposes~~2017. ~~Further,~~Net wecash doprovided ~~not~~by ~~believe our cash equivalents~~financing ~~and~~activities ~~investment~~for ~~securities~~the ~~have~~nine ~~significant~~months ~~risk~~ended ofSeptember ~~default~~30, or2017 ~~illiquidity.~~consisted Weof ~~made~~issuance ~~this~~of ~~determination~~promissory ~~based~~notes ~~on discussions with our investment advisors and a review~~ of ~~our~~$461,367, ~~holdings.~~offset ~~Although~~by ~~we believe our cash equivalents and investment securities do not~~payments ~~contain~~on ~~excessive risk, we cannot provide absolute assurance that in~~ the ~~future~~equipment ~~our~~lease ~~investments~~financing ~~will not be subject to adverse changes in market value. All~~ of ~~our investments are recorded at fair value~~$217,045.

~~ITEM 4. CONTROLS AND PROCEDURES~~26

~~(a) Disclosure~~Net cash ~~Controls~~provided ~~and~~by ~~Procedures~~financing activities was $2,351,079 for the nine months ended September 30, 2016, which consisted of proceeds from the issuance of promissory notes, net of issuance costs, of $2,530,407, offset by payments on equipment lease financing of $179,328.

~~Our Interim Chief Executive Officer and~~Critical ~~President, Vice President of Finance, Chief~~ Accounting ~~Officer and Treasurer~~Policies, ~~Kevin G. Sarney (our principal executive officer and principal financial officer)~~Estimates, ~~has concluded that our disclosure controls~~ and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) were not effective as of June 30, 2017. The determination that our disclosure controls and procedures were not effective as of June 30, 2017 is a result of insufficient segregation of duties due to the limited size of our staff and budget.Judgments

~~One June 29, 2017, Wael Fayad resigned~~Basis ~~as our Chief Executive Officer and President. Our board~~ of directors appointed Kevin G. Sarney to serve as Interim Chief Executive Officer and President, in addition to Mr. Sarney’s existing duties as Vice President of Finance, Chief Accounting Officer and Treasurer. Consequently, Mr. Sarney now serves as both our principal executive officer and our principal financial officer.Presentation

InThe accompanying ~~designing~~unaudited ~~and~~condensed ~~evaluating~~consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the ~~disclosure~~United States of America (“GAAP”). Any reference to applicable guidance is ~~controls~~meant ~~and~~to ~~procedures,~~refer ~~our~~to ~~management~~the ~~recognized~~authoritative ~~that~~United ~~any~~States ~~controls~~generally ~~and~~accepted ~~procedures,~~accounting noprinciples ~~matter~~as ~~how~~found ~~well~~in ~~designed~~the ~~and~~Accounting ~~operated,~~Standards ~~can~~Codifications ~~provide~~and ~~only~~Accounting ~~reasonable~~Standards ~~assurances~~Updates (“ASU”) of ~~achieving~~ the ~~desired~~Financial ~~control~~Accounting ~~objectives,~~Standards ~~and~~Board ~~management~~(“FASB”). The ~~necessarily~~preparation ~~was~~of ~~required~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect ~~apply~~the ~~its~~amounts ~~judgment~~reported in ~~designing~~the ~~and~~unaudited ~~evaluating~~condensed ~~the~~consolidated ~~controls~~financial statements and ~~procedures~~accompanying notes. On an ~~on-going~~ongoing basis, our wemanagement ~~review~~evaluates ~~and~~its ~~document~~estimates, ~~our~~which ~~disclosure~~include, but are not limited to, estimates related to accruals, stock-based compensation ~~controls~~expense, warrants to purchase securities, and ~~procedures~~reported amounts of revenues and ~~our~~expenses ~~internal~~during ~~control~~the ~~over~~reported ~~financial~~period. ~~reporting~~We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ from ~~time~~those toestimates ~~time~~or ~~make~~assumptions. There have been no material changes ~~aimed~~to atour ~~enhancing~~critical ~~their~~accounting ~~effectiveness~~policies and estimates as compared to ~~ensure~~the ~~that~~critical accounting policies and estimates described in our ~~systems~~Annual ~~evolve~~Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with ~~our~~the ~~business~~SEC on March 28, 2017.

~~(b) Changes~~Recent Accounting ~~in Internal Control over Financial Reporting~~Pronouncements

~~Except~~In May as2014, ~~described~~the inFASB ~~Item~~issued 4ASU No. 2014-09, Revenue from Contracts with Customers (aTopic 606). ~~above~~ASU No. 2014-09 provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, ~~there~~2016 ~~was~~with no ~~change~~early inadoption ~~our~~permitted. ~~internal~~In ~~control~~August ~~over~~2015, ~~financial~~the ~~reporting~~FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (asTopic ~~defined~~606): inDeferral ~~Rules 13a~~of the Effective Date, which deferred the effective date of ASU No. 2014-09 to annual periods beginning after December 15, 2017, along with an option to permit early adoption as of the original effective date. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (fTopic 606) : Identifying Performance Obligations and ~~Rule 15d~~Licensing. The ASU clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The ASU does not change the core principle of the guidance in Topic 606. In May 2016, the FASB issued ASU No. 2016-1512, Revenue from Contracts with Customers (fTopic 606) : Narrow-Scope Improvements and Practical Expedients, related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. We are required to adopt the ~~Exchange~~amendments ~~Act)~~in ~~that~~ASU ~~occurred~~No. ~~during~~2014-09 using one of two acceptable methods. The new revenue standard allows for either full retrospective or modified retrospective application. We anticipate using the ~~fiscal~~modified ~~quarter~~retrospective ~~ended~~approach ~~June~~to 30implement this standard. The effective date and transition requirements for the ASUs are the same as the effective date and transition requirements in Topic 606. Public entities should apply the ASUs for annual reporting periods beginning after December 15, 2017, ~~that~~including ~~has~~interim ~~materially~~reporting ~~affected~~periods therein (i.e., orJanuary 1, 2018, for a calendar year entity). Early application for public entities is ~~reasonably~~permitted ~~likely~~only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We do not expect to ~~materially~~record ~~affect~~a material adjustment upon adoption as our current contracts with customers will be completed prior to adoption of the new standard using the modified retrospective application, which requires a cumulative effect of initially applying the standard to opening accumulated deficit as of January 1, 2018. We do anticipate changes in our ~~internal~~revenue ~~control~~recognition ~~over~~policies ~~financial~~for ~~reporting~~any revenue generating contracts we may enter into in the future.

26In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. Early application is permitted. We are currently evaluating the impact the adoption of the accounting standard will have on our unaudited condensed consolidated financial statements.

~~PART~~27 ~~II-OTHER INFORMATION~~

~~ITEM~~In November 12016, the FASB issued ASU No. ~~LEGAL~~2016-18, ~~PROCEEDINGS~~Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires entities to reconcile and explain the period-over-period change in total cash, cash equivalents and restricted cash within its statements of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in ASU 2016-18 using a full retrospective approach. We are currently evaluating the impact the adoption of the ASU will have on our unaudited condensed consolidated financial statements.

~~None~~In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). The amendments in Part II of ASU 2017-11 recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public entities, the amendments in Part I of ASU 2017-11 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted. We do not believe that the adoption of ASU 2017-11 will have a material impact on our unaudited condensed consolidated financial statements.

~~ITEM~~Accounting standards ~~1A.~~that ~~RISK~~have ~~FACTORS~~been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our unaudited condensed consolidated financial statements upon adoption.

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In addition to the additional risk factor set forth below and other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10Off-~~K for the year ended December 31, 2016, filed with the SEC on March 28, 2017, which could~~Balance ~~have~~Sheet a material effect on our business, results of operations, financial condition and/or liquidity and that could cause operating results to vary significantly from period to period. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.Arrangements

We ~~have determined to wind down our~~ ~~operations,~~did ~~dispose~~not ofengage ~~our~~in ~~assets,~~any ~~and~~“off-balance ~~seek~~sheet toarrangements” ~~resolve~~(as ~~our~~that ~~outstanding~~term ~~debts.~~is ~~Consequently,~~defined wein ~~may~~Item ~~not be able to continue as~~ 303(a)(4)(ii) ~~going~~of ~~concern,~~Regulation ~~and~~S-K) weas ~~may~~of beSeptember ~~compelled~~30, ~~to commence liquidation or bankruptcy proceedings~~2017.

~~On June 29, 2017, our board of directors,~~ITEM ~~having~~3. QUANTITATIVE ~~evaluated~~AND ~~and~~QUALITATIVE ~~pursued~~DISCLOSURES aABOUT ~~range~~MARKET of potential strategic transactions, and other alternatives for the sale or disposition of our assets on a going concern basis, determined that it is in the best interests of our stockholders and creditors to wind down our remaining operations and effect an orderly disposition of our remaining assets.RISK

InWe are ~~June~~exposed to market risk related to changes in interest rates. As of September 30, 2017 and December 31, 2016, we ~~reduced~~had ~~headcount~~cash and ~~eliminated~~cash ~~our~~equivalents ~~research~~of $208,616 and ~~development~~$3,162,400, ~~function~~respectively, consisting primarily of money market funds. InThe ~~addition~~investments in these financial instruments are made in accordance with an investment policy approved by our board of directors, which specifies the categories, allocations and ratings of securities we ~~have~~may ~~sold~~consider ~~all~~for investment. The primary objective of ~~the~~our ~~equipment~~investment ~~related~~activities is to ~~our~~preserve ~~research~~principal ~~and~~while ~~development~~at the same time maximizing the income we receive without significantly increasing risk. Some of ~~activities~~the financial instruments in which we invest could be subject to market risk. WeThis ~~are~~means ~~currently~~that a change in prevailing interest rates may cause the ~~process~~value of ~~winding~~the ~~down~~instruments ~~our~~to ~~operations~~fluctuate. For example, ~~disposing~~if ofwe ~~our~~purchase ~~remaining~~a ~~assets,~~security ~~and~~that ~~resolving~~was ~~our~~issued with a fixed ~~outstanding~~interest ~~debts.~~rate ~~Our~~and ~~liquidity~~the isprevailing ~~dependent~~interest onrate ~~our~~later ~~ability~~rises, tothe ~~manage~~value ~~all~~of ~~elements~~that insecurity will probably decline. To minimize this risk, ~~process~~we inintend to maintain a ~~manner~~portfolio ~~favorable~~that tomay ~~us. In~~include ~~addition~~cash, wecash ~~expect~~equivalents ~~that~~and ~~certain~~investment securities available-for-sale in a variety of ~~our~~securities, ~~existing~~which ~~corporate~~may ~~relationships~~include money market funds, ~~such~~government asand ~~our~~non-government ~~license~~debt ~~agreement~~securities ~~with~~and ~~the~~commercial ~~Massachusetts~~paper, ~~Institute~~all ofwith ~~Technology~~various maturity dates. Based on our current investment portfolio, ~~will~~we ~~cease~~do asnot ~~part~~believe that our results of operations or our ~~ongoing~~financial ~~wind~~position ~~down~~would be materially affected by an immediate change of ~~operations~~10% in interest rates.

As of the date of this filing, we do not have sufficient cash resources to continue to fund our operations and pay all of our outstanding creditors. Consequently, we may not be able to continue as a going concern. As we wind down our operations, we continue to consider possible transactions pursuant to which we may sell our remaining assets and/or effect a strategic transaction, such as a merger. If we are unable to effect one or more such transactions, we may be required to commence liquidation or bankruptcy proceedings.28

~~ITEM~~We do 2not hold or issue derivatives, derivative commodity instruments or other financial instruments for speculative trading purposes. Further, ~~UNREGISTERED~~we ~~SALES~~do OFnot ~~EQUITY~~believe ~~SECURITIES~~our ~~AND~~cash ~~USE~~equivalents OFand ~~PROCEEDS~~investment securities have significant risk of default or illiquidity. We made this determination based on discussions with our investment advisors and a review of our holdings. Although we believe our cash equivalents and investment securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. All of our investments are recorded at fair value.

~~On May 19, 2017 (the “Closing Date”),~~ITEM the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors, pursuant to which these investors (the “Holders”) purchased 668 Units (the “2017 Units”) of the Company’s securities, at a purchase price of $1,000 per Unit (the “2017 Unit Offering”)4. CONTROLS ~~Each~~AND of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). The Company recorded $461,367 in net proceeds, after deducting placement agent expenses and legal fees, in connection with the sale of the 2017 Units.PROCEDURES

~~Interest on the 2017 Notes is payable on the face value of the 2017 Notes at the rate of 12% per annum, which is cumulative and due and payable in shares of the Company’s common stock~~ (~~the “Interest Shares”). The 2017 Notes have~~ a ~~stated maturity date of 12 months from the Closing Date.~~) ~~The~~Disclosure ~~2017~~Controls ~~Notes~~and ~~will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the 2017 Notes.~~Procedures

27Our Interim Chief Executive Officer and President, Vice President of Finance, Chief Accounting Officer and Treasurer, Kevin G. Sarney (our principal executive officer and principal financial officer), has concluded that our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) were not effective as of September 30, 2017. The determination that our disclosure controls and procedures were not effective as of September 30, 2017 is a result of insufficient segregation of duties due to the limited size of our staff and budget.

~~In the event of any liquidation, dissolution~~One orJune ~~winding up of the Company~~29, ~~the Holders will be entitled to receive~~2017, ~~out~~Wael ofFayad ~~assets~~resigned ~~available~~as ~~therefor,~~our anChief ~~amount~~Executive ~~equal~~Officer toand ~~124% of~~President. ~~the~~Our ~~outstanding~~board ~~principal amount~~ of ~~the~~directors ~~2017~~appointed ~~Notes,~~Kevin ~~together with accrued and unpaid interest due thereon~~G. ~~In the event of a~~Sarney ~~sale~~to ofserve ~~the~~as ~~Company~~Interim ~~during~~Chief ~~the~~Executive ~~term~~Officer ofand ~~the 2017 Notes~~President, atin ~~the~~addition ~~closing~~to ofMr. ~~such~~Sarney’s ~~sale,~~existing atduties ~~the~~as ~~option~~Vice President of ~~each Holder~~Finance, ~~the~~Chief ~~Holders~~Accounting ~~will be~~Officer ~~entitled~~and toTreasurer. ~~receive~~Consequently, anMr. ~~amount~~Sarney ~~equal~~now toserves ~~200%~~as ofboth ~~the~~our ~~outstanding~~ principal ~~amount~~executive ~~of the 2017 Notes and the associated accrued~~officer and ~~unpaid~~our ~~interest~~principal ~~due~~financial ~~thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretion~~officer.

~~The~~In designing ~~2017~~and ~~Notes~~evaluating ~~are convertible at~~ the ~~option of~~disclosure ~~the~~controls ~~Holders~~and procedures, inour ~~whole~~management orrecognized inthat ~~part,~~any ~~into~~controls ~~shares~~and ofprocedures, ~~Common~~no matter ~~Stock~~how ~~(the~~well ~~“Conversion~~designed ~~Shares”~~ and ~~together with the Interest Shares~~operated, ~~the~~can ~~“Repayment~~provide ~~Shares”)~~only atreasonable ~~any~~assurances ~~time~~of ~~after~~achieving the ~~earlier~~desired ofcontrol ~~(i)~~objectives, ~~the~~and management ~~date~~necessarily awas ~~registration~~required ~~statement~~to ~~registering the~~apply ~~Repayment~~its ~~Shares~~judgment isin ~~declared~~designing ~~effective~~and byevaluating the ~~SEC~~controls orand ~~(ii)~~procedures. ~~six~~On ~~months~~an ~~after~~on-going basis, ~~the~~we ~~date~~review ofand ~~the~~document ~~initial~~our ~~closing~~disclosure ofcontrols ~~the~~and ~~2017~~procedures ~~Unit Offering.~~and Ifour nointernal ~~conversion~~control ~~has~~over ~~taken~~financial ~~place~~reporting ~~within~~and 12we may ~~months~~from ~~after~~time ~~the~~to ~~Closing~~time ~~Date~~make ~~the~~changes ~~2017~~aimed ~~Notes,~~at ~~together~~enhancing ~~with~~their ~~accrued~~effectiveness and ~~unpaid interest~~to ~~thereon,~~ensure ~~will~~that ~~automatically~~our ~~convert~~systems ~~into~~evolve ~~the~~with ~~Repayment~~our ~~Shares~~business.

~~The conversion price per share of Common Stock in either event listed above is the lesser of~~ (ib) ~~$0.10 per share (subject to adjustment in certain circumstances), or (ii)~~ ~~75%~~Changes of the volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior to the conversion date, subject to a floor of $0.03 per share (which floor is subject to adjustment in ~~certain~~Internal ~~circumstances~~Control ifover ~~the~~Financial ~~Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of Common Stock, and to proportionate adjustment in certain other circumstances).~~Reporting

~~The 2017 Notes provide that the outstanding~~Except ~~principal~~as ~~amount~~described ofin ~~the~~Item ~~2017~~4(a) ~~Notes~~above, ~~together~~there ~~with~~was ~~accrued~~no ~~and~~change ~~unpaid~~in ~~interest~~our ~~due~~internal ~~thereon,~~control ~~will~~over ~~convert~~financial ~~automatically~~reporting ~~into~~(as ~~Common Stock~~defined onin ~~the~~Rules ~~date on which the Company completes~~ 13a-15(f) and ~~closes~~Rule ~~an offering involving the sale of at least $5,000,000 of equity securities or securities convertible into or exercisable for equity securities by the Company~~ 15d-15(~~a “Qualified Financing”~~f). ~~At the closing~~ of ~~a Qualified Financing, all outstanding principal and accrued interest then due on~~ the ~~2017~~Exchange ~~Notes~~Act) ~~shall~~that ~~automatically be~~occurred ~~converted~~during ~~into a number of shares of Common Stock based upon a 25% discount to~~ the ~~lesser~~fiscal ofquarter ~~(i)~~ended ~~the~~September ~~lowest~~30, ~~price~~2017 atthat ~~which~~has ~~Common~~materially affected, ~~Stock~~or is ~~sold~~reasonably inlikely ~~the~~to ~~Qualified~~materially ~~Financing~~affect, orour ~~(ii)~~internal ~~the~~control ~~lowest~~over ~~price~~financial ~~at which securities sold in the Qualified Financing can be exercised for or converted into Common Stock~~reporting.

~~The Company’s obligations under the~~PART 2017 Notes are secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a whollyII-~~owned~~OTHER subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract.INFORMATION

~~Pursuant to the terms of a Placement Agency~~ITEM Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the 2017 Unit Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the 2017 Unit Offering (the “Placement Agent Cash Fee”)1. LEGAL The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year warrants (the “2017 Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issued at each closing of the 2017 Unit Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued 2017 Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents.PROCEEDINGS

The Placement Agency Agreement also provides that if, within 12 months of the first closing of the 2017 Unit Offering, the Company completes a financing or similar transaction (a “Subsequent Financing”) with a party introduced to the Company by the Placement Agents in connection with the 2017 Unit Offering, and a Placement Agent does not participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash Fee and 2017 Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for the 2017 Unit OfferingNone.

28ITEM 1A. RISK FACTORS

~~ITEM 3~~We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. ~~DEFAULTS~~ In addition to ~~UPON~~the ~~SENIOR~~additional ~~SECURITIES~~risk factor set forth below and other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 28, 2017, which could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause operating results to vary significantly from period to period. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

~~None.~~29

~~ITEM 4~~We have determined to wind down our operations, dispose of our assets, and seek to resolve our outstanding debts. ~~MINE~~ Consequently, we ~~SAFETY~~may ~~DISCLOSURES~~not be able to continue as a going concern, and we may be compelled to commence liquidation or bankruptcy proceedings.

~~Not~~On June ~~applicable~~29, 2017, our board of directors, having evaluated and pursued a range of potential strategic transactions, and other alternatives for the sale or disposition of our assets on a going concern basis, determined that it is in the best interests of our stockholders and creditors to wind down our remaining operations and effect an orderly disposition of our remaining assets.

~~ITEM~~In June 52017, we reduced headcount and eliminated our research and development function. ~~OTHER~~In ~~INFORMATION~~addition, we have sold all of the equipment related to our research and development activities. In August 2017, the Massachusetts Institute of Technology (“MIT”), from whom we exclusively licensed our proprietary platform technology, terminated the license agreement between MIT and Enumeral. Also in August 2017, our landlord terminated the lease for our facility in Cambridge, Massachusetts, following our failure to make monthly rent payments, and directed us to surrender the premises that are the subject of the lease.

~~None~~We are currently in the process of winding down our operations, disposing of our remaining assets, and resolving our outstanding debts. Our liquidity is dependent on our ability to manage all elements in this process in a manner favorable to us. As of the date of this filing, we do not have sufficient cash resources to continue to fund our operations and pay all of our outstanding creditors. Consequently, we may not be able to continue as a going concern. As we wind down our operations, we have continued to consider possible transactions pursuant to which we may sell our remaining assets and/or effect a strategic transaction, such as a merger. We may also determine to commence liquidation or bankruptcy proceedings.

~~ITEM~~Our common 6.stock ~~EXHIBITS~~may be delisted from the OTCQB, which could limit investors’ ability to sell shares.

WeOn September ~~are~~19, ~~filing~~2017, we received an OTCQB Bid Price Deficiency Notice from OTC Markets (the “Notice”). The Notice stated that our bid price had closed below $0.01 for more than 30 consecutive calendar days and no longer met the Standards for Continued Eligibility for OTCQB as ~~part~~per the OTCQB Standards Section 2.3(2). The Notice also stated that pursuant to Section 4.1 of ~~this~~the ~~Report~~OTCQB Standards, we are granted a cure period of 90 calendar days during which the ~~Exhibits~~minimum ~~listed~~closing bid price for our common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. If we do not regain compliance with the ~~Exhibit Index~~applicable ~~following~~OTCQB standards during this cure period, our common stock will be delisted from the ~~signature~~OTCQB, ~~page~~ which could limit the ability of investors to trade shares of our common stock. We do not expect that the closing bid price for our common stock will equal or exceed $0.01 for ten consecutive trading days prior to the end of this ~~Report~~90 day cure period. As a result, we expect that our common stock will be removed from trading on the OTCQB marketplace on or about December 18, 2017.

29ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~SIGNATURES~~None.

~~Pursuant to the requirements of Section~~30 ~~13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

	ENUMERAL BIOMEDICAL HOLDINGS, INC.
August 14, 2017	By:	/s/ Kevin G. Sarney
		Kevin G. Sarney
		Interim Chief Executive Officer and President, Vice President of Finance, Chief Accounting Officer and Treasurer
		(Principal Executive Officer and Principal Financial Officer)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

30None.

~~Exhibit Index~~ITEM 4. MINE SAFETY DISCLOSURES

Exhibit No.		Description
4.1*		Form of 12% Senior Convertible Secured Promissory Note issued by Enumeral Biomedical Holdings, Inc. in May 19, 2017 Unit Offering.
10.1*		Placement Agency Agreement, dated as of May 12, 2017, by and between Enumeral Biomedical Holdings, Inc., Katalyst Securities LLC and GP Nurmenkari Inc., as amended.
10.2*		Form of Subscription Agreement entered into between Enumeral Biomedical Holdings, Inc. and Investors in the May 19, 2017 Unit Offering.
10.3*		Escrow Agreement, dated as of May 9, 2017, by and among Enumeral Biomedical Holdings, Inc., Katalyst Securities LLC, GP Nurmenkari Inc., and Delaware Trust Company.
10.4*		Form of Registration Rights Agreement, dated as of May 19, 2017, by and among Enumeral Biomedical Holdings, Inc., Investors in the May 19, 2017 Unit Offering, Katalyst Securities LLC, and GP Nurmenkari Inc.
10.5*		Intellectual Property Security Agreement, dated as of May 19, 2017, by and among Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., the Buyers named therein, and Intuitive Venture Partners, LLC, in its capacity as the Collateral Agent.
10.6*		Form of Investor Warrant issued by Enumeral Biomedical Holdings, Inc. in May 19, 2017 Unit Offering.
10.7*		Form of Placement Agent Warrant issued by Enumeral Biomedical Holdings, Inc. in connection with May 19, 2017 Unit Offering
10.8*§		Amendment No. 2 to Study Agreement, dated as of May 31, 2017, between Enumeral Biomedical Holdings, Inc. and Merck Sharp & Dohme Corp.
10.9†		Amendment No. 1 to Letter Agreement, dated as of June 9, 2017, between Arthur H. Tinkelenberg, Ph.D. and Enumeral Biomedical Holdings, Inc. (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 14, 2017 (File No. 000-55415)).
31.1*		Principal Executive Officer and Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document

Not applicable.

101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document

ITEM 5. OTHER INFORMATION

31None.

~~101~~ITEM 6.~~PRE* XBRL Taxonomy Presentation Linkbase Document~~ EXHIBITS

§We are †filing ~~Confidential treatment requested~~ as topart ~~certain~~of ~~portions,~~this ~~which~~Report ~~portions~~the ~~have~~Exhibits ~~been~~listed ~~filed~~in ~~separately with~~ the ~~Securities~~Exhibit ~~and~~Index ~~Exchange~~following ~~Commission.~~the ~~Management~~signature ~~contract~~page orto ~~compensatory~~this ~~plan or arrangement~~Report. * Filed herewith. ** Furnished herewith.

3231

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENUMERAL BIOMEDICAL HOLDINGS, INC.

November 14, 2017	By:	/s/ Kevin G. Sarney
		Kevin G. Sarney
		Interim Chief Executive Officer and President, Vice President of Finance, Chief Accounting Officer and Treasurer
		(Principal Executive Officer and Principal Financial Officer)

Exhibit Index

Exhibit No.		Description

10.1		Form of Amendment No. 1 to Intellectual Property Security Agreement, dated as of October 23, 2017, by and among Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., and certain Subscribers who constitute Majority Holders (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 27, 2017 (File No. 000-55415)).

31.1*		Principal Executive Officer and Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* 101.PRE*		XBRL Label Linkbase Document XBRL Taxonomy Presentation Linkbase Document

Filed herewith.

Furnished herewith.

Filing Compare · Enumeral Biomedical Holdings, Inc.