Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Mar. 27, 2014 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Entity Registrant Name | 'HEAT BIOLOGICS, INC. | ' | ' |
Entity Central Index Key | '0001476963 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 6,452,341 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $29,384,995 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $4,566,992 | $5,030 |
Short term investments | 17,297,165 | ' |
Related party receivable | 24,946 | 9,571 |
Prepaid expenses and other current assets | 1,066,638 | 58,436 |
Total Current Assets | 22,955,741 | 73,037 |
Property and Equipment, net | 53,753 | 10,782 |
Other Assets | ' | ' |
Restricted cash | 1,252 | 26,214 |
Debt issuance costs, net | ' | 28,229 |
Deposits | 9,320 | 9,320 |
Total Other Assets | 10,572 | 63,763 |
Total Assets | 23,020,066 | 147,582 |
Current Liabilities | ' | ' |
Accounts payable | 651,917 | 505,471 |
Accrued expenses and other payables | 503,050 | 129,208 |
Accrued interest | 25,364 | 13,763 |
Notes payable - current portion | ' | 66,806 |
Total Current Liabilities | 1,180,331 | 715,248 |
Long Term Liabilities | ' | ' |
Notes payable - less current portion | ' | 658,194 |
Convertible notes payable | ' | 197,099 |
Stock warrants liability | 122,590 | 92,150 |
Total Liabilities | 1,302,921 | 1,662,691 |
Stockholders' Equity (Deficit) | ' | ' |
Common stock, $.0002 par value; 50,000,000 shares authorized, 6,375,426 and 2,144,542 shares issued and 6,375,426 and 1,858,971 shares outstanding at December 31, 2013 and 2012, respectively | 961 | 405 |
Additional paid in capital | 34,337,591 | 4,495,832 |
Deficit accumulated during the development stage | -12,346,630 | -5,935,282 |
Total Stockholders' Equity (Deficit) | 21,991,922 | -1,438,848 |
Non-Controlling Interest | -274,777 | -76,261 |
Total Stockholders' Equity (Deficit) - Heat Biologics, Inc. | 21,717,145 | -1,515,109 |
Total Liabilities and Stockholders' Equity (Deficit) | 23,020,066 | 147,582 |
Series 1 Preferred Stock [Member] | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Series preferred stock | ' | 11 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Series preferred stock | ' | $186 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,375,426 | 2,144,542 |
Common stock, shares outstanding | 6,375,426 | 1,858,971 |
Series 1 Preferred Stock [Member] | ' | ' |
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 112,500 | 112,500 |
Preferred stock, shares issued | 0 | 112,500 |
Preferred stock, shares outstanding | 0 | 112,500 |
Series A Preferred Stock [Member] | ' | ' |
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 1,863,128 |
Preferred stock, shares outstanding | 0 | 1,863,128 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 67 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Consolidated Statements of Operations [Abstract] | ' | ' | ' |
Grant awards | ' | $3,110 | $585,589 |
Operating expenses: | ' | ' | ' |
Research and development | 2,737,688 | 902,938 | 6,095,170 |
Clinical and regulatory | 1,397,157 | 253,189 | 1,825,000 |
General and administrative | 2,429,796 | 1,189,660 | 4,725,322 |
Total operating expenses | 6,564,641 | 2,345,787 | 12,645,492 |
Loss from operations | -6,564,641 | -2,342,677 | -12,059,903 |
Interest income | 10,068 | 2 | 10,755 |
Other income (expense) | 23,828 | -7,257 | 15,045 |
Interest expense | -79,119 | -101,086 | -298,580 |
Total non-operating expenses | -45,223 | -108,341 | -272,780 |
Loss from continuing operations | -6,609,864 | -2,451,018 | -12,332,683 |
Loss from discontinued operations | ' | -20,129 | -288,724 |
Net Loss | -6,609,864 | -2,471,147 | -12,621,407 |
Net loss - non-controlling interest | -198,516 | -50,947 | -274,777 |
Beneficial conversion charge | -2,300,000 | ' | -2,300,000 |
Preferred stock dividend | -361,668 | ' | -361,668 |
Net loss attributable to common stockholders | ($9,073,016) | ($2,420,200) | ($15,008,298) |
Net loss per share attributable to common stockholders-basic and diluted | ($2.42) | ($1.32) | ' |
Weighted-average number of common shares used in net loss per share attributable to common stockholders-basic and diluted | 3,747,357 | 1,831,769 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders Equity (Deficit) (USD $) | Total | Series 1 Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | APIC [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] |
Balance at Jun. 09, 2008 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance, Shares at Jun. 09, 2008 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued transaction one | 321 | ' | ' | ' | 321 | ' | ' | ' |
Common Stock Issued transaction two | 60 | ' | ' | ' | 60 | ' | ' | ' |
Common Stock Issued transaction three | 42 | ' | ' | ' | 42 | ' | ' | ' |
Common Stock Issued non-cash consideration for rent | 4,104 | ' | ' | ' | ' | 4,104 | ' | ' |
Net Loss | -281,971 | ' | ' | ' | ' | ' | -281,971 | ' |
Balance at Dec. 31, 2008 | -277,444 | ' | ' | ' | 423 | 4,104 | -281,971 | ' |
Common Stock Issued transaction one | 14 | ' | ' | ' | 14 | ' | ' | ' |
Common Stock Issued transaction two | 5 | ' | ' | ' | 5 | ' | ' | ' |
Common Stock Issued transaction three | 23 | ' | ' | ' | 23 | ' | ' | ' |
Common Stock Issued non-cash consideration for rent | 5,760 | ' | ' | ' | ' | 5,760 | ' | ' |
Common Stock Cancelled | ' | ' | ' | ' | -65 | 65 | ' | ' |
Preferred Stock Issued transaction one | 250,000 | ' | 11 | ' | ' | 249,989 | ' | ' |
Stock based compensation | 13,364 | ' | ' | ' | ' | 13,364 | ' | ' |
Net Loss | -423,439 | ' | ' | ' | ' | ' | -416,789 | -6,650 |
Balance at Dec. 31, 2009 | -431,717 | ' | 11 | ' | 400 | 273,282 | -698,760 | -6,650 |
Common Stock Issued non-cash consideration for rent | 5,760 | ' | ' | ' | ' | 5,760 | ' | ' |
Stock based compensation | 30,791 | ' | ' | ' | ' | 30,791 | ' | ' |
Stock issuance costs | -7,584 | ' | ' | ' | ' | -7,584 | ' | ' |
Net Loss | ' | ' | ' | ' | ' | ' | -711,438 | -10,406 |
Balance at Dec. 31, 2010 | -1,124,594 | ' | 11 | ' | 400 | 302,249 | -1,410,198 | -17,056 |
Preferred Stock Issued transaction one | 154,255 | ' | 7 | ' | ' | 154,248 | ' | ' |
Stock based compensation | 91,984 | ' | ' | ' | ' | 91,984 | ' | ' |
Preferred Stock Issued Preferred Series A Converted to Preferred Series 1 | ' | 11 | -11 | ' | ' | ' | ' | ' |
Stock issuance costs | -17,581 | ' | -17,581 | ' | ' | ' | ' | ' |
Notes Payable Converted to Preferred Stock | 2,674,980 | ' | 127 | ' | ' | 2,674,853 | ' | ' |
Net Loss | -2,113,142 | ' | ' | ' | ' | ' | -2,104,884 | -8,258 |
Balance at Dec. 31, 2011 | -334,098 | 11 | 134 | ' | 400 | 3,205,753 | -3,515,082 | -25,314 |
Common Stock Issued transaction one | 825 | ' | ' | ' | ' | 825 | ' | ' |
Common Stock Issued transaction two | 10,500 | ' | ' | ' | ' | 10,495 | ' | ' |
Preferred Stock Issued transaction one | 100,000 | ' | 5 | ' | ' | 99,995 | ' | ' |
Preferred Stock Issued transaction two | 83,334 | ' | 4 | ' | ' | 83,330 | ' | ' |
Preferred Stock Issued transaction three | 900,000 | ' | 43 | ' | ' | 889,957 | ' | ' |
Stock based compensation | 217,896 | ' | ' | ' | ' | 217,896 | ' | ' |
Stock issuance costs | -22,419 | ' | ' | ' | ' | -22,419 | ' | ' |
Common Stock Issued: Vesting of restricted stock | ' | ' | ' | ' | ' | ' | ' | ' |
Net Loss | -2,471,147 | ' | ' | ' | ' | ' | -2,420,200 | -50,947 |
Balance at Dec. 31, 2012 | -1,515,109 | 11 | 186 | ' | 405 | 4,495,832 | -5,935,282 | -76,261 |
Common Stock Issued transaction one | 25,110,540 | ' | ' | ' | 540 | 25,110,000 | ' | ' |
Preferred Stock Issued transaction one | 5,050,090 | ' | ' | 189 | ' | 5,049,901 | ' | ' |
Stock based compensation | 571,924 | ' | ' | ' | ' | 571,924 | ' | ' |
Common Stock Issued: Preferred Series 1 Converted to Common Stock | ' | -11 | ' | ' | ' | 11 | ' | ' |
Common Stock Issued: Preferred Series A Converted to Common Stock | ' | ' | -186 | ' | ' | 186 | ' | ' |
Common Stock Issued: Preferred Series B Converted to Common Stock | ' | ' | ' | -189 | ' | 189 | ' | ' |
Stock issuance costs | -944,478 | ' | ' | ' | ' | -944,478 | ' | ' |
Exercise of stock options | 54,042 | ' | ' | ' | 16 | 54,026 | ' | ' |
Common Stock Issued: Vesting of restricted stock | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Preferred Stock Dividend | ' | ' | ' | ' | ' | ' | ' | ' |
Net Loss | -6,609,864 | ' | ' | ' | ' | ' | -6,411,348 | -198,516 |
Balance at Dec. 31, 2013 | $21,717,145 | ' | ' | ' | $961 | $34,337,591 | ($12,346,630) | ($274,777) |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders Equity (Deficit) (Parenthetical) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||
Dec. 31, 2012 | Jun. 30, 2009 | Apr. 30, 2009 | Jan. 31, 2009 | Jul. 31, 2008 | Jun. 30, 2008 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2011 | Dec. 16, 2011 | Apr. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Nov. 30, 2009 | Apr. 27, 2012 | Apr. 03, 2012 | Mar. 07, 2012 | Dec. 20, 2011 | Nov. 03, 2009 | Mar. 31, 2013 | Mar. 25, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | |
Equity Issuance [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.10 | $2.10 | $2.10 | $2.10 | $2.22 | ' | $2.67 |
Common Stock Issued transaction one, shares | 1,087 | ' | ' | 60,871 | ' | 1,359,559 | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued transaction two, shares | 21,740 | ' | 21,835 | ' | 260,870 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued transaction three, shares | ' | ' | 98,626 | ' | 184,048 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Cancelled, shares | ' | -282,672 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Issued transaction one, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,619 | 73,455 | ' | 112,500 | ' | ' | ' | ' | ' | 1,891,419 | ' |
Preferred Stock Issued transaction two, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Issued transaction three, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 428,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Issued Preferred Series A Converted to Preferred Series 1, shares | ' | ' | ' | ' | ' | ' | ' | ' | 112,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Preferred Series 1 Converted to Common Stock, shares | ' | ' | ' | ' | ' | ' | ' | 49,960 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Preferred Series A Converted to Common Stock, shares | ' | ' | ' | ' | ' | ' | ' | 810,057 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Preferred Series B Converted to Common Stock, shares | ' | ' | ' | ' | ' | ' | ' | 836,666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable Converted to Preferred Stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,273,800 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.22 | ' | ' | ' | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options, shares | ' | ' | ' | ' | ' | ' | 80,706 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Vesting of restricted stock, shares | 97,007 | ' | ' | ' | ' | ' | 2,899 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued: Preferred Stock Dividend, shares | ' | ' | ' | ' | ' | ' | ' | 36,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 67 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net Loss | ($6,609,864) | ($2,471,147) | ($12,621,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 6,348 | 2,587 | 9,559 |
Amortization of debt issuance costs | 28,229 | 58,458 | 126,742 |
Amortization of bond premium | 50,781 | ' | 50,781 |
Re-measurement of fair value of stock warrants liability | 30,440 | 3,540 | 35,020 |
Non-cash consideration for rent | ' | ' | 15,624 |
Stock based compensation | 571,924 | 217,896 | 925,959 |
Increase (decrease) in cash arising from changes in assets and liabilities: | ' | ' | ' |
Related party receivable | -15,375 | -9,571 | -24,946 |
Prepaid expenses and other current assets | -1,008,202 | -52,843 | -1,066,638 |
Restricted cash | 24,962 | -24,502 | -1,252 |
Deposits | ' | 200 | -9,320 |
Accounts payable | 146,446 | 85,323 | 651,917 |
Accrued expenses and other payables | 373,842 | 103,307 | 503,050 |
Accrued interest | 11,601 | 13,077 | 76,635 |
Net Cash Used in Operating Activities | -6,388,868 | -2,073,675 | -11,328,276 |
Cash Flows from Investing Activities | ' | ' | ' |
Purchases of short term investments | -17,347,946 | ' | -17,347,946 |
Purchase of property and equipment | -49,319 | -1,780 | -63,312 |
Net Cash Used in Investing Activities | -17,397,265 | -1,780 | -17,411,258 |
Cash Flows from Financing Activities | ' | ' | ' |
Proceeds from initial public offering, net of underwriting discounts | 25,110,000 | ' | 25,110,000 |
Related party payable | ' | -12,500 | ' |
Borrowings on notes payable | 200,000 | 950,000 | 1,150,000 |
Borrowings on line of credit | ' | ' | 273,427 |
Payments on notes payable | -925,000 | -225,000 | -1,150,000 |
Payments on line of credit | ' | ' | -273,427 |
Issuance of convertible notes payable, net of issuance costs | ' | 197,099 | 2,781,636 |
Payments on convertible notes payable | -197,099 | ' | -197,099 |
Issuance of common stock | 540 | 11,325 | 12,330 |
Exercise of stock options | 54,042 | ' | 54,042 |
Stock issuance costs | -944,478 | -22,419 | -992,062 |
Net Cash Provided By Financing Activities | 28,348,095 | 1,981,839 | 33,306,526 |
Net Increase in Cash and Cash Equivalents | 4,561,962 | -93,616 | 4,566,992 |
Cash and Cash Equivalents - Beginning of Period | 5,030 | 98,646 | ' |
Cash and Cash Equivalents - End of Period | 4,566,992 | 5,030 | 4,566,992 |
Supplemental Disclosure for Cash Flow Information | ' | ' | ' |
Interest paid | 60,922 | 29,049 | 135,606 |
Supplemental Schedule of Noncash Investing and Financing Activities | ' | ' | ' |
Beneficial conversion charge | 2,300,000 | ' | 2,300,000 |
Issuance of preferred stock warrants and debt issuance costs | ' | 31,680 | 87,570 |
Cancellation of common stock | ' | ' | 65 |
Non-cash consideration for rent | ' | ' | 15,624 |
Non-cash conversion of preferred stock into common stock | 386 | ' | 386 |
Preferred stock dividend | 361,668 | ' | 361,668 |
Series A Preferred Stock [Member] | ' | ' | ' |
Cash Flows from Financing Activities | ' | ' | ' |
Issuance of preferred stock | ' | 1,083,334 | 1,487,589 |
Series B-1 Preferred Stock [Member] | ' | ' | ' |
Cash Flows from Financing Activities | ' | ' | ' |
Issuance of preferred stock | $5,050,090 | ' | $5,050,090 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2013 | |
Organization [Abstract] | ' |
Organization | ' |
1 | |
Organization | |
Heat Biologics, Inc. ("Heat" or "the Company"), was incorporated in 2008 pursuant to the laws of the state of Delaware. Heat Biologics, Inc. is a development stage company focused on the development and commercialization of ImPact Therapy, a platform technology that offers a novel approach to treating cancer and other diseases by using live, modified cell lines to activate the immune system against specific defined targets. Heat is currently in Phase II clinical trials with its first drug for patients with advanced non-small cell lung cancer. During 2010 and part of 2011, Heat was headquartered in Miami Beach, Florida. In July 2011, Heat moved its headquarters to Chapel Hill, North Carolina. | |
Heat has owned 92.5% interests in two subsidiaries, Heat Biologics I, Inc. and Heat Biologics II, Inc. since their incorporation in the state of Delaware and commencement of operations on April 28, 2009. In April of 2012, the Board of Directors approved the sale of Heat's entire 92.5% interest in Heat II. An independent appraisal report, issued on April 18, 2012, was concurrently approved by the Board as an accurate assessment of Heat II's fair value of $0.0025 per share. On June 25, 2012 a stock purchase agreement was executed for the purchase of 3,700,000 shares of Heat II common stock by a related party. The operations of Heat II during fiscal year 2012 through June 25, 2012, and inception to date, are presented in the accompanying consolidated statements of operations as a loss from discontinued operations. At December 31, 2013 and 2012, there were no assets or liabilities on the consolidated balance sheets related to the discontinued operations of Heat II. | |
On May 30, 2012, Heat formed two-wholly owned subsidiaries, Heat Biologics III, Inc. ("Heat III") and Heat Biologics, IV, Inc. ("Heat IV"). Heat also formed Heat Biologics GmbH (Heat GmbH), a wholly-owned limited liability company, organized in Germany on September 11, 2012. | |
Heat's product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of Heat's strategy is to develop and commercialize some of its product candidates by continuing existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Basis of Accounting | ||||||||||||||
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Activities during the development stage include developing the business plan, raising capital, and developing the Company's platform technology. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Heat Biologics, Inc. and its subsidiaries, Heat Biologics I, Inc. ("Heat I") and Heat Biologics II, Inc. ("Heat II"), Heat Biologics III, Inc. ("Heat III"), Heat Biologics IV, Inc. ("Heat IV") and Heat Biologics GmbH. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2013 and 2012, Heat held a 92.5% controlling interest in Heat I and accounts for its less than 100% interest in the consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders' equity (deficit) on its consolidated balance sheets and reports non-controlling interest net loss under the heading "net loss - non-controlling interest" in the consolidated statements of operations. In June 2012, the Company sold its entire 92.5% interest in Heat II. The operations of Heat II through June 25, 2012, and inception to date, are presented in the accompanying consolidated statements of operations as a loss from discontinued operations. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, income taxes and stock-based compensation. Actual results may differ from those estimates. | ||||||||||||||
Cash and Cash Equivalents and Restricted Cash | ||||||||||||||
The Company considers all cash and other highly liquid investments with initial maturities from the date of purchase of three months or less to be cash and cash equivalents. The Company had a restricted cash balance of $1,252 and $26,214 at December 31, 2013 and 2012, respectively. The United States Patent and Trade Office ("USPTO") requires the Company to maintain an account with a minimum of $1,000 to be used to pay fees associated with new trademarks of the Company and one of the Company's lenders required a minimum $25,000 cash balance to be maintained with the lending bank during 2012. | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
At times, cash balances may exceed the Federal Deposit Insurance Corporation ("FDIC") insurable limits. The Company has never experienced any losses related to these balances. All of the Company's cash balances were fully insured at December 31, 2012. As of December 31, 2013, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2013 was $4,046,451. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. | ||||||||||||||
Debt Issuance Costs, net | ||||||||||||||
Debt issuance costs include the costs incurred to obtain financing, including the fair value of preferred stock warrants at the date of their issuance, and are amortized using the straight-line method, which approximates the effective interest method, over the life of the related debt. Debt issuance costs are included in the accompanying consolidated balance sheets net of amortization. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are stated at cost and are capitalized if the cost exceeds $500. Depreciation is calculated using the straight-line method and is based on estimated useful lives of 3 years for computer equipment and seven years for furniture and fixtures. | ||||||||||||||
Stock Warrants Liability | ||||||||||||||
In December 2011 and August 2012, the Company entered into a promissory note with each of two lenders and issued preferred stock warrants to each lender as consideration. The Company has accounted for these freestanding warrants as liabilities at their fair value on the accompanying consolidated balance sheets. The warrants are subject to re-measurement at each balance sheet date, and the change in fair value, if any, is recognized as other income (expense). The warrants converted from preferred stock warrants into warrants to purchase common stock upon the completion of the initial public offering in July 2013 and the number of shares were adjusted for the 1-for-2.3 reverse stock split. However, since the warrants still have an anti-dilution provision, they remain liabilities and are subject to re-measurement at each balance sheet date. The warrants are valued using a Monte Carlo simulation which is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of the Company's future expected stock prices and minimizes standard error. | ||||||||||||||
Significant assumptions used in the valuation of the stock warrants liability were as follows: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Exercise price | $ | 4.83 | $ | 4.83 | ||||||||||
Risk-free interest rate | 2.75 | % | 1.78 | % | ||||||||||
Expected volatility | 71.6-71.9 | % | 75.6-76.3 | % | ||||||||||
Expected life (years) | 7.96-8.6 | 10 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Beneficial Conversion Feature | ||||||||||||||
When the Company issues an equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company's common stock and the effective conversion price of the equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the equity. | ||||||||||||||
The amount allocated to the beneficial conversion feature is presented as an immediate charge to earnings available to common shareholders for convertible preferred stock instruments that are convertible by the shareholders at any time. In connection with the Company's issuance of Series B-1 Preferred Stock during fiscal year 2013, the Company recorded a beneficial conversion charge of $2.3 million representing the difference between the effective conversion price of $6.14 and the fair value of the Company's common stock as of the Commitment Date of $8.81. | ||||||||||||||
Net Loss per Share | ||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each year. Fully diluted net loss per share is computed using the weighted average number of common shares and dilutive securities outstanding during each year. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The carrying amount of certain of the Company's financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, deposits, accounts payable and accrued expenses and other payables approximate fair value due to their short maturities. The carrying value of the Company's notes payable and convertible notes payable at December 31, 2012 approximated fair value because the interest rates under those obligations approximated market rates of interest available to the Company for similar instruments. | ||||||||||||||
As a basis for determining the fair value of certain of the Company's financial instruments, the Company utilizes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||
Level I - Observable inputs such as quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level II - Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
Level III - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company's financial instruments that are measured at fair value on a recurring basis consist only of the stock warrants liability. The Company's stock warrants liability was classified within Level III of the fair value hierarchy and as of December 31, 2013 and 2012. | ||||||||||||||
The change in the fair value of the Level III warrants liability is summarized below: | ||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | ||||||||||||
Issuances | - | |||||||||||||
Change in fair value during the period | 30,440 | |||||||||||||
Fair value at December 31, 2013 | $ | 122,590 | ||||||||||||
The change in the fair value of the Level III stock warrants liability is summarized below: | ||||||||||||||
31-Dec-13 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2013 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
31-Dec-12 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) | ||||
Marketing | ||||||||||||||
Marketing costs are expensed as incurred. Marketing expense totaled $135,366 and $5,921 for the years ended December 31, 2013 and 2012, respectively. Marketing expenses from inception through December 31, 2013 totaled $183,274. | ||||||||||||||
Income Tax | ||||||||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||||
In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2013 and 2012, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company's effective income tax rate associated with these items. The Company's policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying consolidated statements of operations, As of December 31, 2013 and 2012, the Company had no such accruals. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for stock-based compensation arrangements with employees and non-employee directors using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. | ||||||||||||||
Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes-Merton option pricing model on the date of grant for stock options and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, forfeiture rates and expected term. The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term for the years ended December 31, 2013 and 2012 represents the average time that options are expected to be outstanding based on the mid-point between the vesting date and the end of the contractual term of the award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. The risk-free interest rate is based on the rate of U.S. Treasury securities with maturities consistent with the estimated expected term of the awards. The measurement of nonemployee share-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period over which services are received. | ||||||||||||||
Net loss attributable to non-controlling interests | ||||||||||||||
Net loss attributable to non-controlling interests is the result of the Company's consolidation of subsidiaries of which it does not own 100%. The Company's net loss attributable to non-controlling interests relates to the University's ownership in Heat I, and its ownership interest in Heat II before the divestiture of Heat II on June 25, 2012. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes government grants when there is reasonable assurance that they will comply with the conditions attached to the grants and the grants will be received. The grants are recognized using an income approach and grant revenue is recognized as the related expenses are incurred. | ||||||||||||||
Research and Development | ||||||||||||||
Research and development costs are expensed as incurred. The Company has acquired exclusive licensing rights to intellectual property to further its research and development. These costs are expensed as incurred. The Company also incurs legal costs relating to the filing and application fees for patents which are owned by the universities with which the Company has license agreements. These costs are also expensed as research and development expense as incurred. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2013 | |
Discontinued Operations [Abstract] | ' |
Discontinued Operations | ' |
3 | |
Discontinued Operations | |
In April of 2012, the Company's board approved a plan to sell its 92.5% interest in Heat II to a related party entity. On June 25, 2012, the Company sold all of its interest in Heat II to the related party in exchange for $9,250 in cash and a receivable from the related party of $296,244. The receivable is due in full approximately seven years from the date of the transaction with interest accruing at a rate of 6% per annum. The Company performed a fair value analysis of the receivable from the related party and determined that due to the uncertainty surrounding the collectibility of the receivable, the fair value was $0. The Company's estimate of the fair value of the receivable is based upon several factors including the long-term maturity of the receivable, an analysis of the related party's ability and willingness to pay the receivable given the current financial position, and that fact that Heat II is likely years away from generating product revenues. | |
The $9,250 in cash was recorded as a reduction to the loss from discontinued operations in the consolidated statement of operations for the year ended December 31, 2012. The operations of Heat II through June 25, 2012, and inception to date, are presented in the accompanying consolidated statements of operations as a loss from discontinued operations. |
Investments
Investments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Investments [Abstract] | ' | ||||||||||||
Investments | ' | ||||||||||||
4. | |||||||||||||
Investments | |||||||||||||
Investments - Investments in certain securities may be classified into three categories: | |||||||||||||
· | |||||||||||||
Held-to-maturity - Debt securities that the Company has the positive intent and ability to hold to maturity are reported at amortized cost. | |||||||||||||
· | |||||||||||||
Trading securities - Debt and equity securities that are bought and held principally for the purpose of selling in the near term are reported at fair value with unrealized gains and losses included in earnings. | |||||||||||||
· | |||||||||||||
Available-for-sale - Debt and equity securities not classified as either securities held-to-maturity or trading securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of stockholders' equity. | |||||||||||||
The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. The Company has determined that its debt securities should be classified as held-to-maturity as of December 31, 2013. The Company held no investments at December 31, 2012. This classification was based upon management's determination that it has the positive intent and ability to hold the securities until their maturity dates, as the underlying cash invested in these securities is not required for current operations. Investments consist of short-term FDIC insured certificates of deposit, commercial paper rated A1/P1 or above and corporate notes and bonds rated A and above carried at amortized cost using the effective interest method. | |||||||||||||
The following table summarizes information about short term investments at December 31, 2013: | |||||||||||||
Amortized | Gross | Estimated | |||||||||||
Cost | Unrealized | Fair Value | |||||||||||
Losses | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 16,493 | $ | 17,280,672 | |||||||
As of December 31, 2013, the estimated fair value of the investments was less than the amortized cost. Because management intends to hold the investments until their maturity dates, these unrealized losses were not recorded in the consolidated financial statements. | |||||||||||||
The maturities of held-to-maturity investments at December 31, 2013 were as follows: | |||||||||||||
Less than | Total | ||||||||||||
1 Year | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 17,297,165 |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
5 | |||||||||
Property and Equipment | |||||||||
Property and equipment are recorded at cost and depreciated using the straight-line method, over estimated useful lives, ranging generally from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||
Property and equipment consisted of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Furniture and fixtures | $ | 10,780 | $ | 10,780 | |||||
Computers | 13,175 | 3,213 | |||||||
Lab equipment | 39,357 | - | |||||||
Total | 63,312 | 13,993 | |||||||
Accumulated depreciation | (9,559 | ) | (3,211 | ) | |||||
Property and equipment, net | $ | 53,753 | $ | 10,782 | |||||
Depreciation expense totaled $6,348 and $2,587 for the years ended December 31, 2013 and 2012, respectively. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
6 | |||||||||
Accrued Expenses | |||||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Compensation and related benefits | $ | 356,588 | $ | 105,927 | |||||
Accrued patent fees | 40,000 | 20,000 | |||||||
Miscellaneous expenses | 106,462 | 3,281 | |||||||
$ | 503,050 | $ | 129,208 |
Debt_Issuance_Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2013 | |
Debt Issuance Costs [Abstract] | ' |
Debt Issuance Costs | ' |
7 | |
Debt Issuance Costs | |
In December 2011, the Company recorded $55,890 of debt issuance costs related to the issuance of warrants to purchase Series A Preferred Stock to a lender. The warrants were issued in conjunction with a promissory note issued to the lender. In December 2011, the Company began amortizing the debt issuance costs over the three year term of the promissory note resulting in $883 of interest expense for the year ended December 31, 2011. The note payable associated with the preferred stock warrants was paid in full and terminated during 2012. The remaining balance of $55,007 was amortized and written off during 2012. | |
In August 2012, the Company recorded $31,680 of debt issuance costs related to the issuance of warrants to purchase Series A Preferred Stock to a lender. The warrants were issued in conjunction with a promissory note issued to the lender. At this time, the Company began amortizing the debt issuance costs over the four year term of the promissory note resulting in $3,451 of interest expense for the year ended December 31, 2012. | |
Total amortization expense for the debt issuance costs was $28,229 and $58,548 during fiscal year 2013 and 2012, respectively. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Notes Payable [Abstract] | ' |
Convertible Notes Payable | ' |
8 | |
Convertible Notes Payable | |
On October 20, 2011, the Company entered into a convertible note agreement with a vendor for an amount up to $950,000. The note accrues 12% simple interest per annum beginning on the day of the first advance. The note is convertible into common or Series A preferred stock at the latest valuation. The type of security converted will depend on whether common or Series A preferred stock is issued as part of a successful future equity raise of at least $7.5 million at the qualified offering price. Unless earlier converted into equity, the note will be payable upon demand after the eighth anniversary of the execution date of the vendor agreement which occurs in October 2019. The agreement allows the vendor to treat unpaid invoices as advances of principal under the promissory note. As of December 31, 2012, the outstanding balance on the note was $197,099. The note payable was terminated and paid off in July 2013. | |
Accrued interest on outstanding debt obligations was $0 and $13,763 at December 31, 2013 and 2012, respectively. |
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
9 | |
Notes Payable | |
On December 14, 2011, the Company entered into a loan agreement with the North Carolina Biotechnology Center (the "Center") for an amount up to $250,000 to be used by the Company to develop certain of its proprietary technology and processes as defined by the loan agreement during a one year period ended December 14, 2012. The principal of the loan, plus accrued interest, was due in full on December 14, 2014, with annual installments of 5% of the outstanding balance due on December 14, 2012 and 2013. The loan agreement accrues interest at 4.25% per annum beginning on the day of the first advance. As of December 31, 2011, the outstanding balance was $0 and no draw downs occurred during fiscal year 2011. During the year ended December 31, 2012, the Company drew down $225,000 of the loan and then repaid the principal balance, including accrued interest, in full in August 2012. The loan agreement was canceled upon the repayment. | |
In conjunction with this loan agreement, the Company issued warrants to purchase 29,762 shares of Series A Preferred Stock with an exercise price of $4.83 per share and an expiration date of December 13, 2021. Per the terms of the warrant agreement, the exercise price of $4.83 per share is subject to adjustment if at any time subsequent to the date of the warrant agreement, Preferred Series A shares are issued at a price less than $4.83 per share. The warrants converted from preferred stock warrants into warrants to purchase common stock upon the completion of the initial public offering in July 2013 and the number of shares were adjusted for the 1-for-2.3 reverse stock split. However, since the warrants still have an anti-dilution provision, they remain liabilities and are subject to re-measurement at each balance sheet date. The total number of warrants post the 1-for-2.3 reverse stock split is 12,940. | |
On August 7, 2012, the Company entered into a loan and security agreement ("the Loan and Security Agreement") with a bank. The terms of the agreement provide for a $1,000,000 term loan ("Tranche A") to be available to the Company as of the date of the Loan and Security Agreement. The Tranche A term loan may be increased to $2,775,000 upon the Company receiving grant funding totaling at least $16,000,000. The Tranche A term loan accrues interest monthly at an interest rate of 3% plus Prime or 6% per annum, whichever is greater. The Tranche A term loan principal balance, along with any accrued interest, is to be paid in thirty-six equal monthly installments beginning September 7, 2013 and ending August 7, 2016. As of December 31, 2012, the Company's outstanding principal balance on the Tranche A term loan was $500,000. | |
Additionally, the Loan and Security Agreement provides for a term loan in an aggregate principal amount not to exceed $225,000 ("Term Loan B"). Payments of 5% of the outstanding principal balance, plus accrued interest are each due on August 2013 and 2014, with the remaining principal balance, plus all accrued interest, due December 14, 2014. The term loan accrues interest monthly at 4.25% per annum. Proceeds from the $225,000 Term Loan B were used to pay in full the principal balance of the loan with the Center as noted above. On August 27, 2013, the Company repaid the entire outstanding balance on the Tranche A term loan and the Term Loan B with the bank, in the amount of $725,000 and the loan agreement was terminated. | |
On January 10, 2013, the Company signed a Second Amendment to its Loan and Security Agreement which granted an extension of credit in the form of a Non-Formula Revolving Line ("the Non-Formula Line") for an amount up to $200,000. This increase in credit was through a limited guaranty by an investor who secured the additional obligation by maintaining as collateral a money market account of a minimum of $200,000 with the bank. This guarantee was only for the amounts arising from the Line. It was the intention of both the investor and the Company that the Line was to be repaid within a reasonable time period after the successful raise of capital but no later than January 9, 2014, the maturity date of the Line. The payoff of the Line would release the investor of its obligation to the bank. The Company borrowed $200,000 on the Line in January 2013, and the entire balance was paid in April 2013. | |
In conjunction with the Loan and Security Agreement, the Company issued warrants to the bank to purchase 17,500 shares of Heat's Series A Preferred Stock. The warrants were issued on August 7, 2012 with an initial exercise price of $4.83 per share and expire on August 7, 2022. The warrants converted from preferred stock warrants into warrants to purchase common stock upon the completion of the initial public offering in July 2013 and the number of shares were adjusted for the 1-for-2.3 reverse stock split. However, since the warrants still have an anti-dilution provision, they remain liabilities and are subject to re-measurement at each balance sheet date. The total number of warrants post the 1-for-2.3 reverse stock split is 7,609. |
License_Agreements
License Agreements | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
License Agreements [Abstract] | ' | ||||
License Agreements | ' | ||||
10 | |||||
License Agreements | |||||
On July 11, 2008, Heat entered into two agreements with The University of Miami (the "University") to license, from the University, certain technology and processes in various stages of patent pursuit on an exclusive basis for use in its research and development and commercial activities ("License Agreement 03-31, 05-39" and "License Agreement 97-14", or collectively "License Agreements"). Heat has the right to grant sublicenses under the License Agreements. | |||||
Heat is also responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, and maintenance of United States patent applications. Heat is also required to make minimum royalty payments to the University under the terms of the License Agreements. | |||||
In connection with the License Agreements, Heat agreed to issue to the University 10% of all issued and outstanding common stock in each class and series on a fully-diluted basis together with rights to participate in future stock offerings. | |||||
In April 2009, Heat and the University agreed to amend the original License Agreements of July 11, 2008 to extend the terms of payments. For the additional consideration of $12,500 and additional stock of 2.5% of fully-dilutable shares issued and outstanding for each License Agreement, a revised extension date of August 11, 2009 was granted for all past due license fees and patent costs. Furthermore, the 10% original stock holdings were given assurance of anti-dilution protection until a "Qualified Investment" pursuant to this agreement. This anti-dilution protection has been distinguished with the subsequent agreement described below. | |||||
On June 26, 2009, Heat assigned all rights and obligations of License Agreement 03-31, 05-39 and License Agreement 97-14 to its subsidiaries, Heat II and Heat I, respectively. All previous stock ownership and rights of the University to participate in future stock offerings by Heat were mutually terminated. Heat I and Heat II agreed to issue the University 5% of each subsidiary's issued and outstanding common stock in each class and series on a fully-diluted basis, together with fully-dilutable common shares equal to 2.5% of the total number of shares in each class and series issued outstanding. As a result, the University owns 7.5% of Heat I and Heat II's issued and outstanding common stock. For each agreement, the Company agreed to make minimum royalty payments of $10,000 for three years beginning 2010 due on the anniversary date of the agreements. Beginning in 2013, and thereafter for the life of the agreements, the minimum royalty payments shall be $20,000 due on the same date. A milestone payment is due to the University from the Company no later than March 2022 of $400,000 for License Agreement 03-31, 05-39. Another milestone payment is due no later than May 2017 of $250,000 for License Agreement 97-14. | |||||
In August 2009, Heat II and the University entered into a second amendment ("Amendment 2") to License Agreement 03-31, 05-39 to extend the foregoing payment due dates for all past due license fees and patent costs. | |||||
In August 2009, Heat I and the University entered into a second amendment ("Amendment 2") to License Agreement 97-14 to extend the foregoing payment due dates for all past due license fees and patent costs. | |||||
In February 2010, Heat II and the University entered into a third amendment ("Amendment 4") to License Agreement 03-31, 05-39 to grant back to the University a certain non-exclusive license. In all other respects, the original agreement remained the same. | |||||
On August 30, 2010, Heat entered into an option agreement with the University of Michigan ("University II") to acquire the right to negotiate an exclusive license for certain materials which includes cancer bladder cells and all unmodified derivatives of these cells. An option fee of $2,000 was paid on September 8, 2010 to grant a period of nine months for this consideration. In July 2011, the Company exercised the option to acquire the license for $10,000. | |||||
In October 2010, Heat II and the University entered into a fourth amendment ("Amendment 5") to License Agreement 03-31, 05-39 to grant to the licensor a non-exclusive license right for certain technology as research reagents and research tools. | |||||
On December 12, 2010, Heat II entered into another license agreement ("I-176") with the University for one component of complimentary technology to the July 11, 2008 agreement. Heat II agreed to pay the University a license fee of $50,000 and a reimbursement of $15,797 for past patent fees. Heat II also agreed to make a minimum royalty payment of $10,000 during 2012. | |||||
On February 18, 2011, Heat I entered into a license agreement ("SS114A") with the University to obtain additional technology related to License Agreement 97-14. Heat I agreed to reimburse the University for all past patent costs of $37,381. As partial consideration for the license, Heat II agreed to grant back certain exclusive rights to the University. | |||||
On February 18, 2011, Heat I entered into a license agreement ("143") with the University to obtain additional technology related to License Agreement 97-14. In consideration for the license, Heat I agreed to pay the University a fee of $50,000 and reimburse them for past patent costs of $14,158. | |||||
On February 18, 2011, Heat I entered into a license agreement ("J110") with the University to obtain additional technology related to License Agreement 97-14. In consideration for the license, Heat I agreed to pay the University a fee of $10,000 and reimburse them for past patent costs of $1,055. | |||||
On February 18, 2011, Heat I entered into a license agreement ("D-107") with the University to obtain additional technology related to License Agreement 97-14. | |||||
On April 12, 2011, Heat entered into a non-exclusive evaluation and biological material license agreement with a not-for-profit corporation for evaluation and production of vaccines. In consideration for the evaluation and commercial use license, Heat agreed to pay the not-for-profit corporation a fee of $5,000 and $50,000, respectively. Heat has the option to renew the license once the original term has expired. Milestone payments are due upon certain events agreed upon by Heat and the not-for-profit corporation. | |||||
At December 31, 2011, Heat owed the University $160,000 in unpaid license fees. At December 19, 2012, Heat I owed the University $102,784 in unpaid license fees. Heat entered into a payment agreement on December 19, 2012 to extend the payment due of Heat I obligations until the earlier of the closing of a Series B financing round or June 1, 2013. As consideration for the extension of payment Heat I made an additional payment to the University equal to 18% annual interest of the outstanding balance on or before the due date or at the University's option convert into shares of preferred stock according to the terms stipulated in the agreement. | |||||
Future minimum royalty payments as of December 31, 2013 are as follows: | |||||
Year ended December 31, | |||||
2014 | $ | 30,000 | |||
2015 | 30,000 | ||||
2016 | 30,000 | ||||
2017 | 280,000 | ||||
2018 | 30,000 | ||||
Thereafter | 120,000 | ||||
Total | $ | 520,000 |
Stock_Warrants_Liability
Stock Warrants Liability | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Warrants Liability [Abstract] | ' | ||||||||||||||||
Stock Warrants Liability | ' | ||||||||||||||||
11 | |||||||||||||||||
Stock Warrants Liability | |||||||||||||||||
The summary of stock warrants liability activity for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Warrants | Average | Average | Average | ||||||||||||||
Exercise | Remaining | Grant | |||||||||||||||
Price | Contractual | Date | |||||||||||||||
Life (in years) | Fair Value | ||||||||||||||||
Outstanding at December 31, 2011 | 12,940 | $ | 4.83 | 9.9 | $ | 1.91 | |||||||||||
Granted | 7,609 | $ | 4.83 | 9.9 | $ | 1.81 | |||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2012 | 20,549 | $ | 4.83 | 8.9 | $ | 1.64 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2013 | 20,549 | $ | 4.83 | 8.2 | $ | 5.95 | |||||||||||
The aggregate intrinsic value of the stock warrants in the table above is $46,646 and $0 at December 31, 2013 and 2012, respectively. The aggregate intrinsic value is before applicable income taxes and is calculated based on the difference between the exercise price of the warrants and the estimated fair market value of the Company's common stock as of the respective dates. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Stockholders' Equity (Deficit) [Abstract] | ' | ||||||||||||||||||||||||
Stockholders' Equity (Deficit) | ' | ||||||||||||||||||||||||
12 | |||||||||||||||||||||||||
Stockholders' Equity (Deficit) | |||||||||||||||||||||||||
Authorized Capital | |||||||||||||||||||||||||
Heat has authorized 112,500 shares of Series 1 Preferred Stock (par value $0.0001) as of December 31, 2013 and 2012. Of the Series 1 Preferred Stock, 112,500 were issued and outstanding as of December 31, 2012. No Series 1 Preferred Stock was outstanding at December 31, 2013. Heat has authorized 2,000,000 shares of Series A Preferred Stock (par value $0.0001) as of December 31, 2013 and 2012. Of the Series A Preferred Stock, 1,863,128 shares were issued and outstanding as of December 31, 2012. No Series A Preferred Stock was outstanding at December 31, 2013. In 2013, Heat authorized 4,100,000 shares of Series B Preferred Stock (par value $0.0002). In March 2013, the Company sold an aggregate of 1,891,419 shares of the Company's Series B-1 Preferred Stock for gross proceeds of approximately $5.0 million in our Series B Preferred Stock private placement. All shares of the Series B Preferred Stock, together with accrued dividends, automatically converted into shares of the Company's common stock upon the consummation of the Company's initial public offering on July 29, 2013. | |||||||||||||||||||||||||
Heat had 50,000,000 shares of common stock (par value $0.0002) authorized as of December 31, 2013 and 2012. Of the 50,000,000 common stock shares, 6,375,426 and 2,144,542 were issued and 6,375,426 and 1,858,971 were outstanding as December 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||
Series 1, Series A, Series B-1, and Series B-2 | |||||||||||||||||||||||||
Automatic Conversion | |||||||||||||||||||||||||
Each share of Preferred Stock automatically converts to common stock upon the earlier to occur of (i) on the date of consummation of a sale of common stock in a firm commitment underwritten public offering resulting in aggregate net cash proceeds to the Company (after deducting applicable underwriting discounts and commissions) of at least $15 million net proceeds; (ii) with respect to the Series A Preferred Stock, if 2/3 of the Series A Preferred Stock holders (including one of the larger investors so long as they hold 40% of the Series A Preferred Stock) vote in favor of a conversion then the Series A will automatically convert to common stock; (iii) with respect to the Series 1 Preferred Stock, if 2/3 of the Series 1 Preferred Stock holders vote in favor of a conversion then the Series 1 will automatically convert to common stock; and (iv) with respect to the Series B Preferred Stock if 2/3 of the Series B Preferred Stock holders vote in favor of a conversion then the Series B will automatically convert to common stock. As a result of the IPO, all outstanding shares of preferred stock were automatically converted to common stock. | |||||||||||||||||||||||||
Optional Conversion | |||||||||||||||||||||||||
The preferred stock is convertible into common stock at the option of the holder at any time. The conversion ratio for each share of the Series 1 Preferred Stock and the Series A Preferred Stock was its Original Issue Price ($2.35 and $2.10 for each share of the Series 1 Preferred Stock and Series A Preferred Stock, respectively) divided by its Conversion Price, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, which Conversion Price initially was the Original Issue Price. The conversion ratio for each share of the Series B-1 Preferred Stock and the Series B-2 Preferred Stock was its Original Issue Price ($2.67 and $5.00 for each share of the Series B-1 Preferred Stock and Series B-2 Preferred Stock, respectively) plus accrued but unpaid dividends thereon divided by its conversion price, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, which conversion price initially was the Original Issue Price. As a result of the 1-for-2.3 reverse stock split, the conversion ratio for the Preferred Stock was 0.4348. | |||||||||||||||||||||||||
In the event the Company at any time or from time to time after the Initial Series B Issuance Date shall issue additional shares of common stock without consideration or for consideration per share less than the Series 1 Conversion Price, Series A Conversion Price, Series B-1 Conversion Price, or Series B-2 Conversion Price, in effect on the date of and immediately prior to such issue, then the Series 1 Conversion Price, Series A Conversion Price, the Series B-1 Conversion Price, Series B-2 Conversion Price, shall be reduced, to a price determined by multiplying the Series 1 Conversion Price, Series A Conversion Price, the Series B-1 Conversion Price, or the Series B-2 Conversion Price in effect by a fraction, (A) the numerator of which shall be the number of shares of common stock outstanding immediately prior to such issuance, on a fully-diluted basis, plus the number of shares of common stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Series 1 Conversion Price, Series A Conversion Price, the Series B-1 Conversion Price, or the Series B-2 Conversion Price, as in effect immediately prior to such issuance, and (B) the denominator of which shall be the number of shares of common stock outstanding immediately prior to such issuance, on a fully-diluted basis, plus the number of such Additional Shares of common stock so issued. As a result of the IPO, all outstanding shares of preferred stock were automatically converted to common stock. | |||||||||||||||||||||||||
The preferred stock was determined to have characteristics more akin to equity than debt. Particularly, the preferred stock had no mandatory redemption provision nor was it redeemable at the option of the holder. As a result, the conversion option was determined to be clearly and closely related to the preferred stock and therefore did not need to be bifurcated and classified as a liability. | |||||||||||||||||||||||||
Dividends | |||||||||||||||||||||||||
The Series B Preferred Stock has a priority with respect to dividend distributions and distributions upon liquidation. The Series B Preferred Stock receive dividends when and as and if declared by the Board at a rate of 5% of their original issue price of such shares which is $6.14 per share for the Series B-1 Preferred Stock and $11.50 per share for the Series B-2 Preferred Stock. If the Company declares or pays a dividend upon the common stock, they must also pay to the holders of the Series A, 1 and B Preferred Stock the dividends that would have been declared with respect to common stock issuable upon conversion of the Series A, 1 and B Preferred Stock; provided, however that the Company cannot declare or pay a dividend unless and until all accrued dividends on the Series B Preferred Stock have been paid. | |||||||||||||||||||||||||
Liquidation | |||||||||||||||||||||||||
In the event of a liquidation, the holders of the Series B-1 and B-2 Preferred Stock are entitled to receive before any payment to any other Preferred Stockholder or common stock holder and pari passu with the holders of the Series 1 Preferred Stock an amount per share equal to the greater of $6.14 for the Series B-1 Preferred Stock and $11.50 for the Series B-2 Preferred Stock plus any dividends accrued and unpaid whether or not declared. After payment in full of the Series B Preferred Stockholders the holders of the Series A Preferred Stock are entitled to receive before any payment to the common stock holder and pari passu with the holders of the Series 1 Preferred Stock an amount per share equal to $4.83 plus any dividends declared but unpaid. In the event of a liquidation, the holders of the Series 1 Preferred Stock are entitled to receive before any payment to the common stock holder and pari passu with any distribution to the Series A Preferred Stock an amount per share equal to $5.41 plus any dividends declared but unpaid. After the payment in full of the amounts set forth above, the Company's assets will be distributed ratably to all holders of common stock and Series B Preferred Stock on an as converted basis except that the Series B Preferred Stockholders shall not continue to share in such distribution after each has received 3 times its Original Issue Price. | |||||||||||||||||||||||||
Voting Rights | |||||||||||||||||||||||||
Each holder of Preferred Stock is entitled to vote on all matters stockholders are entitled to vote and to cast the number of votes as shall equal the whole number of shares of common stock into which their shares of Preferred Stock are convertible. | |||||||||||||||||||||||||
Preferred Stock Dividend | |||||||||||||||||||||||||
In March 2013, the Company sold an aggregate of 1,891,419 shares of the Company's Series B-1 Preferred Stock for gross proceeds of approximately $5.0 million in our Series B Preferred Stock private placement. All shares of the Series B Preferred Stock, together with accrued dividends, automatically converted into shares of the Company's common stock upon the consummation of the Company's initial public offering on July 29, 2013. In addition, the investors in the Series B-1 Preferred Stock were issued shares of the Company's common stock having a value based upon the initial public offering price of $361,668 and the Company's obligation to issue, and the investors, obligation to purchase, Series B-2 Preferred Stock and warrants upon fulfillment of certain conditions specified in the Company's stock purchase agreement dated as of March 25, 2013 entered into in connection with such private placement (the "Stock Purchase Agreement") terminated. The issuance of common stock to the Series B-1 Preferred stockholders totaling $361,668 has been accounted for as a preferred stock dividend, and as a result, has been included as an expense attributable to common stockholders in the Company's condensed consolidated statements of operations. | |||||||||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||||||
On July 29, 2013, the Company sold 2,500,000 shares of common stock at a public offering price of $10.00 per share upon the closing of the Company's initial public offering ("IPO") with gross proceeds of $25 million and net proceeds of $22.4 million. On August 15, 2013, the Company sold an additional 100,000 shares of common stock at a public offering price of $10.00 per share pursuant to the partial exercise of the over-allotment option granted to the underwriters resulting in additional gross proceeds to the Company of $1,000,000 and additional net proceeds of $930,000. On September 6, 2013, the Company sold an additional 100,000 shares of common stock at a public offering price of $10.00 per share pursuant to the partial exercise of the over-allotment option granted to the underwriters resulting in additional gross proceeds to the Company of $1,000,000 and additional net proceeds of $930,000. The total gross proceeds raised from the offering and over-allotment option were $27,000,000, before underwriting discounts, commissions and other offering expenses payable by the Company. The total net proceeds from the offering were approximately $24.3 million. Upon the closing of the IPO, all shares of the Company's then-outstanding preferred stock automatically converted into an aggregate of 1,696,683 shares of common stock. In addition, upon the closing of the IPO, the Company issued an additional 36,167 shares of common stock to the Series B Preferred Stockholders as a Preferred Stock dividend. This transaction is discussed above under "Preferred Stock Dividend". At that time, the Company's obligation to issue, and the Series B Preferred Stockholders' obligation to purchase Series B-2 Preferred Stock under the Stock Purchase Agreement terminated. | |||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||
A summary of the Company's unvested restricted stock activity as of December 31, 2013 is as follows: | |||||||||||||||||||||||||
Shares | Weighted- | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
Unvested at December 31, 2012 | 2,899 | $ | 2.23 | ||||||||||||||||||||||
Vested | (2,899 | ) | $ | 8.81 | |||||||||||||||||||||
Unvested at December 31, 2013 | - | $ | - | ||||||||||||||||||||||
As of December 31, 2013, all restricted stock has vested and accordingly all stock-based compensation expense related to vested restricted stock has been recognized. | |||||||||||||||||||||||||
Common Stock Warrants | |||||||||||||||||||||||||
There are 20,549 warrants outstanding that are convertible into common stock that have an exercise price of $4.83 per share and expire 10 years from the date of issuance. These warrants were issued to lenders and were originally exercisable into Series A Preferred stock. The warrants converted from preferred stock warrants into warrants to purchase common stock upon the completion of the initial public offering in July 2013. However, since the warrants still have an anti-dilution provision, they remain liabilities and are subject to re-measurement at each balance sheet date. Refer to Footnote 11. | |||||||||||||||||||||||||
On March 10, 2011, the Company issued warrants to purchase 32,610 shares of common stock to non-employee placement agents in consideration for a private equity placement transaction. The warrants have an exercise price of $0.48 per share and expire 10 years from the issuance date. These warrants do not meet the criteria required to be classified as liability awards and therefore they are treated as equity awards. | |||||||||||||||||||||||||
In connection with our initial public offering, the Company issued warrants to the underwriters for 125,000 shares of common stock issuable at $12.50 per share upon exercise. The warrants have a ten-year life and expire on July 29, 2023. These warrants do not meet the criteria required to be classified as liability awards and therefore they are treated as equity awards. | |||||||||||||||||||||||||
The following table summarizes the activity of the Company's common stock warrants, retro actively adjusted for the 1-for-2.3 reverse stock split. | |||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||
Outstanding, January 1, 2012 | 45,550 | ||||||||||||||||||||||||
Granted | 7,609 | ||||||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Expired | - | ||||||||||||||||||||||||
Outstanding, December 31, 2012 | 53,159 | ||||||||||||||||||||||||
Granted to underwriters | 125,000 | ||||||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Expired | - | ||||||||||||||||||||||||
Outstanding, December 31, 2013 | 178,159 | ||||||||||||||||||||||||
Equity Compensation Plan | |||||||||||||||||||||||||
2009 Stock Incentive Plan | |||||||||||||||||||||||||
In 2009, the Company adopted the 2009 Stock Option Plan of Heat Biologics, Inc. (the "2009 Plan"), under which stock options to acquire 500,000 common shares could be granted to key employees, directors, and independent contractors. Under the 2009 Plan, both incentive and non-qualified stock options could be granted under terms and conditions established by the Board of Directors. The exercise price for incentive stock options was the fair market value of the related common stock on the date the stock option was granted. Stock options granted under the 2009 Plan generally have terms of 10 years and have various vesting schedules. | |||||||||||||||||||||||||
The Company amended the 2009 Stock Option Plan and all related addendum agreements in April 2011. This second amendment increased the number of shares available for issuance from 500,000 to 1,500,000. As of December 31, 2013 and 2012, there were 633,482 and 590,047 and stock options outstanding under the 2009 Plan, respectively. | |||||||||||||||||||||||||
The following table summarizes the components of the Company's stock-based compensation included in net loss: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Employee stock options | $ | 131,178 | $ | 60,956 | |||||||||||||||||||||
Non-employee stock options | 415,212 | 128,157 | |||||||||||||||||||||||
Restricted stock awards | 25,534 | 28,783 | |||||||||||||||||||||||
$ | 571,924 | $ | 217,896 | ||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions for stock options granted during the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||||
Expected volatility | 90-112% | 80-90% | |||||||||||||||||||||||
Risk-free interest rate | 1.39-2.26% | 0.72-0.97% | |||||||||||||||||||||||
Expected lives (years) | 5.75-6.5 | 5-6.25 | |||||||||||||||||||||||
The risk-free interest rate is based on U.S. Treasury interest rates at the time of the grant whose term is consistent with the expected life of the stock options. The Company used an average historical stock price volatility based on an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms, as the Company did not have any trading history for its common stock. Expected term represents the period that the Company's stock option grants are expected to be outstanding. The Company elected to utilize the "simplified" method to value stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. | |||||||||||||||||||||||||
Expected dividend yield was considered to be 0% in the option pricing formula since the Company had not paid any dividends and had no plans to do so in the future. The forfeiture rate was considered to be none insofar as the historical experience of the Company is very limited. As required by ASC 718, the Company will adjust the estimated forfeiture rate based upon actual experience. | |||||||||||||||||||||||||
The Company recognized $571,924 and $217,896 in stock-based compensation expense for the years ended December 31, 2013 and 2012, respectively for the Company's stock option awards. | |||||||||||||||||||||||||
The following tables summarize the stock option activity for the years ended December 31, 2012 and 2013: | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Outstanding, January 1, 2012 | 471,905 | $ | 0.64 | ||||||||||||||||||||||
Granted | 178,742 | $ | 0.76 | ||||||||||||||||||||||
Exercised | (22,827 | ) | $ | 0.51 | |||||||||||||||||||||
Expired/Cancelled | (37,773 | ) | $ | 0.02 | |||||||||||||||||||||
Outstanding, December 31, 2012 | 590,047 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Exercised | (80,706 | ) | $ | 0.67 | |||||||||||||||||||||
Expired/Cancelled | (62,595 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||
The weighted average grant-date fair value of stock options granted during the years ended December 31, 2013 and 2012 was $8.51 and $1.31, respectively. | |||||||||||||||||||||||||
The total fair value of stock options that vested during the year ended December 31, 2013 was approximately $440,820. | |||||||||||||||||||||||||
The following table summarizes information about stock options outstanding at December 31, 2013: | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | Options Vested or Expected to Vest | |||||||||||||||||||||||
Balance | Weighted | Weighted | Balance | Weighted | Weighted | Balance | Weighted | Weighted | |||||||||||||||||
as of | Average | Average | as of | Average | Average | as of | Average | Average | |||||||||||||||||
12/31/13 | Remaining | Exercise | 12/312013 | Remaining | Exercise | 12/31/13 | Remaining | Exercise | |||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||
633,482 | 7.27 | $3.36 | 426,423 | 6.31 | $1.23 | 426,423 | 6.31 | $1.23 | |||||||||||||||||
As of December 31, 2013, the unrecognized stock-based compensation expense related to unvested stock options was approximately $1,604,200 that is expected to be recognized over a weighted average period of approximately 14 months. | |||||||||||||||||||||||||
A summary of the activity of the Company's unvested stock options is as follows: | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Balance, January 1, 2012 | 248,439 | $ | 0.64 | ||||||||||||||||||||||
Granted | 178,742 | $ | 0.76 | ||||||||||||||||||||||
Vested | (257,510 | ) | $ | 0.51 | |||||||||||||||||||||
Forfeited | (11,594 | ) | $ | 0.02 | |||||||||||||||||||||
Outstanding, December 31, 2012 | 158,077 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Vested | -91,020 | $ | 0.67 | ||||||||||||||||||||||
Forfeited | (46,734 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 207,059 | $ | 3.36 |
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax [Abstract] | ' | ||||||||
Income Tax | ' | ||||||||
13 | |||||||||
Income Tax | |||||||||
The components of income tax expense (benefit) attributable to continuing operations are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current expense: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Deferred expense (benefit): | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total | $ | - | $ | - | |||||
The differences between the Company's consolidated income tax expense attributable to continuing operations and the expense computed at the 34% United States statutory income tax rate were as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Federal income tax expense at statutory rate | $ | (2,247,353 | ) | $ | (840,190 | ) | |||
State and local income taxes, net of federal benefit | (186,475 | ) | (105,170 | ) | |||||
Non-deductible expenses | 4,985 | 54,991 | |||||||
Prior-period true-up | 162,061 | (152,306 | ) | ||||||
Research & development credit | (180,687 | ) | (57,293 | ) | |||||
Change in tax rate | 32,774 | - | |||||||
Increase in valuation allowance | 2,414,695 | 1,099,968 | |||||||
$ | - | $ | - | ||||||
The income tax effects of temporary differences from continuing operations that give rise to significant portions of deferred income tax assets (liabilities) are presented below: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 4,167,785 | $ | 2,186,432 | |||||
Research & development credit | 424,739 | 189,350 | |||||||
Other | 247,966 | 50,013 | |||||||
Valuation allowance | (4,840,490 | ) | (2,425,795 | ) | |||||
Deferred income taxes | $ | - | $ | - | |||||
During 2013, the Company's valuation allowance increased by $2,414,695. This increase was primarily due to the generation of additional net operating loss carryforwards and income tax credits. | |||||||||
The Company has approximately $20,999,761 of federal and state operating loss carryforwards which begin to expire in 2023. | |||||||||
In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2013, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company's effective income tax rate associated with these items. The Company's policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying statements of income. As of December 31, 2013 and 2012, the Company had no such accruals. | |||||||||
The Company files income tax returns in the United States and various state jurisdictions. The Company is subject to examination by taxing authorities for the tax years ended December 31, 2008 through 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
14 | |
Commitments and Contingencies | |
In November 2011, the Company entered into a thirteen-month lease agreement for office space commencing on January 1, 2012. The monthly base rent is $3,870, which commenced February 1, 2012. On December 19, 2012, we entered into a lease modification agreement that extended the lease term and increased the monthly rent to $4,046. The Company will remain in the office space on a month to month basis until new office space is available. | |
In connection with the convertible note agreement entered into on October 20, 2011 with a vendor for an amount up to $950,000, the Company is required to use the vendor exclusively for the manufacture and supply of the material for the Company's Phase III clinical trials and commercialization efforts. This note is no longer outstanding as of December 31, 2013. |
Related_Party
Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Related Party [Abstract] | ' |
Related Party | ' |
15 | |
Related Party | |
The Chairman of the Company's Scientific Advisory Board was paid $0, $18,750 and $140,625 in consulting fees for the years ended December 31, 2013 and 2012 and the period from inception through December 31, 2013, respectively. | |
A member of the Company's Scientific Advisory Board was paid $0 for the years ended December 31, 2013 and 2012, respectively. The consulting fees paid since inception was $50,000. | |
A member of the Company's management was paid $34,480, $30,910, and $70,910 in consulting fees for the years ended December 31, 2013 and 2012 and the period from inception through December 31, 2013, respectively. | |
The Company paid three members of the Clinical Advisory Board for consulting during 2013. These members received $45,000, $16,590 and $14,700 for their services during the year ended December 31, 2013. These members were not paid prior to 2013. | |
The Company compensates its board members. Board members received between $5,000 and $10,870 for services rendered during 2013. Board members were not compensated prior to the Company's initial public offering in 2013. | |
The Company had a related party payable balance of $13,000 and $0 as of December 31, 2013 and 2012, respectively. | |
In June 2012, the Company sold its 92.5% ownership interest in Heat II to a related party in exchange for $9,250 in cash and a receivable of $296,224 to be paid in full in seven years from the date of the purchase. Interest accrues on the receivable at a rate of 6% per annum. At December 31, 2012, the Company also has a related party receivable from this entity for $9,571 related to invoices received by the Company pertaining to expenses of Heat II incurred subsequent to the sale of Heat II. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Net Loss Per Share [Abstract] | ' | ||||||||
Net Loss Per Share | ' | ||||||||
16 | |||||||||
Net Loss Per Share | |||||||||
Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of stock options that are computed using the treasury stock method. | |||||||||
For the years ended December 31, 2013 and 2012, all of the Company's common stock options and warrants, preferred stock, and preferred stock warrants are anti-dilutive and therefore have been excluded from the diluted calculation. | |||||||||
The following table reconciles net loss to net loss applicable to common shareholders: | |||||||||
For the year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net loss | $ | (6,609,864 | ) | $ | (2,471,147 | ) | |||
Net loss: Non-controlling interest | (198,516 | ) | (50,947 | ) | |||||
Beneficial conversion charge | (2,300,000 | ) | - | ||||||
Preferred Stock Dividend | (361,668 | ) | - | ||||||
Net loss applicable to common stockholders | $ | (9,073,016 | ) | $ | (2,420,200 | ) | |||
Weighted-average number of common shares used in net loss per share applicable to common stockholders-basic and diluted | 3,747,357 | 1,831,769 | |||||||
Net loss per share applicable to common stockholders-basic and diluted | $ | (2.42 | ) | $ | (1.32 | ) | |||
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect): | |||||||||
For the year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Preferred stock (on an as converted basis) | - | 860,017 | |||||||
Preferred stock warrants | - | 20,549 | |||||||
Outstanding stock options | 633,482 | 590,047 | |||||||
Unvested restricted stock | - | 2,899 | |||||||
Common stock warrants | 53,159 | 32,610 | |||||||
Reverse Stock Split | |||||||||
In May 2013, the Company's board of directors and stockholders approved a 1-for-2.3 reverse stock split of the Company's common stock. The reverse stock split became effective on May 29, 2013. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the increase in par value to additional paid-in capital. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Subsequent Events | ' | ||||
17 | |||||
Subsequent Events | |||||
In the first quarter of 2014, the Company entered into a lease agreement to lease a new office facility. The new lease commences on or around May 1, 2014 and includes escalating rent payments and a sixty-month term. Rent expense will be recorded on a straight-line basis over the lease term. | |||||
Future minimum lease payments are as follows: | |||||
2014 | $ | 82,353 | |||
2015 | 183,137 | ||||
2016 | 188,631 | ||||
2017 | 194,290 | ||||
2018 | 200,119 | ||||
Total | $ | 848,530 | |||
Total rent expense for the years ended December 31, 2013 and 2012 was $48,377 and $43,341, respectively. | |||||
In March 2014, the subsidiary, Heat Biologics I, Inc. entered into an additional exclusive license agreement with the University of Miami. No annual payments are required under this license agreement. The Company is obligated to make milestone payments under this license agreement as follows: $50,000 upon completion of a phase I clinical trial, $100,000 upon completion of a phase II trial, $100,000 upon completion of a phase III trial, and $100,000 upon acceptance of a BLA by the FDA or its foreign equivalent. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||
Basis of Accounting | ' | |||||||||||||
Basis of Accounting | ||||||||||||||
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Activities during the development stage include developing the business plan, raising capital, and developing the Company's platform technology. | ||||||||||||||
Principles of Consolidation | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Heat Biologics, Inc. and its subsidiaries, Heat Biologics I, Inc. ("Heat I") and Heat Biologics II, Inc. ("Heat II"), Heat Biologics III, Inc. ("Heat III"), Heat Biologics IV, Inc. ("Heat IV") and Heat Biologics GmbH. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2013 and 2012, Heat held a 92.5% controlling interest in Heat I and accounts for its less than 100% interest in the consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders' equity (deficit) on its consolidated balance sheets and reports non-controlling interest net loss under the heading "net loss - non-controlling interest" in the consolidated statements of operations. In June 2012, the Company sold its entire 92.5% interest in Heat II. The operations of Heat II through June 25, 2012, and inception to date, are presented in the accompanying consolidated statements of operations as a loss from discontinued operations. | ||||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, useful lives of fixed assets, income taxes and stock-based compensation. Actual results may differ from those estimates. | ||||||||||||||
Cash and Cash Equivalents and Restricted Cash | ' | |||||||||||||
Cash and Cash Equivalents and Restricted Cash | ||||||||||||||
The Company considers all cash and other highly liquid investments with initial maturities from the date of purchase of three months or less to be cash and cash equivalents. The Company had a restricted cash balance of $1,252 and $26,214 at December 31, 2013 and 2012, respectively. The United States Patent and Trade Office ("USPTO") requires the Company to maintain an account with a minimum of $1,000 to be used to pay fees associated with new trademarks of the Company and one of the Company's lenders required a minimum $25,000 cash balance to be maintained with the lending bank during 2012. | ||||||||||||||
Concentration of Credit Risk | ' | |||||||||||||
Concentration of Credit Risk | ||||||||||||||
At times, cash balances may exceed the Federal Deposit Insurance Corporation ("FDIC") insurable limits. The Company has never experienced any losses related to these balances. All of the Company's cash balances were fully insured at December 31, 2012. As of December 31, 2013, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2013 was $4,046,451. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. | ||||||||||||||
Debt Issuance Costs, net | ' | |||||||||||||
Debt Issuance Costs, net | ||||||||||||||
Debt issuance costs include the costs incurred to obtain financing, including the fair value of preferred stock warrants at the date of their issuance, and are amortized using the straight-line method, which approximates the effective interest method, over the life of the related debt. Debt issuance costs are included in the accompanying consolidated balance sheets net of amortization. | ||||||||||||||
Property and Equipment | ' | |||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are stated at cost and are capitalized if the cost exceeds $500. Depreciation is calculated using the straight-line method and is based on estimated useful lives of 3 years for computer equipment and seven years for furniture and fixtures. | ||||||||||||||
Stock Warrants Liability | ' | |||||||||||||
Stock Warrants Liability | ||||||||||||||
In December 2011 and August 2012, the Company entered into a promissory note with each of two lenders and issued preferred stock warrants to each lender as consideration. The Company has accounted for these freestanding warrants as liabilities at their fair value on the accompanying consolidated balance sheets. The warrants are subject to re-measurement at each balance sheet date, and the change in fair value, if any, is recognized as other income (expense). The warrants converted from preferred stock warrants into warrants to purchase common stock upon the completion of the initial public offering in July 2013 and the number of shares were adjusted for the 1-for-2.3 reverse stock split. However, since the warrants still have an anti-dilution provision, they remain liabilities and are subject to re-measurement at each balance sheet date. The warrants are valued using a Monte Carlo simulation which is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of the Company's future expected stock prices and minimizes standard error. | ||||||||||||||
Significant assumptions used in the valuation of the stock warrants liability were as follows: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Exercise price | $ | 4.83 | $ | 4.83 | ||||||||||
Risk-free interest rate | 2.75 | % | 1.78 | % | ||||||||||
Expected volatility | 71.6-71.9 | % | 75.6-76.3 | % | ||||||||||
Expected life (years) | 7.96-8.6 | 10 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Beneficial Conversion Feature | ' | |||||||||||||
Beneficial Conversion Feature | ||||||||||||||
When the Company issues an equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company's common stock and the effective conversion price of the equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the equity. | ||||||||||||||
The amount allocated to the beneficial conversion feature is presented as an immediate charge to earnings available to common shareholders for convertible preferred stock instruments that are convertible by the shareholders at any time. In connection with the Company's issuance of Series B-1 Preferred Stock during fiscal year 2013, the Company recorded a beneficial conversion charge of $2.3 million representing the difference between the effective conversion price of $6.14 and the fair value of the Company's common stock as of the Commitment Date of $8.81. | ||||||||||||||
Net Loss per Share | ' | |||||||||||||
Net Loss per Share | ||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during each year. Fully diluted net loss per share is computed using the weighted average number of common shares and dilutive securities outstanding during each year. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation. | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The carrying amount of certain of the Company's financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, deposits, accounts payable and accrued expenses and other payables approximate fair value due to their short maturities. The carrying value of the Company's notes payable and convertible notes payable at December 31, 2012 approximated fair value because the interest rates under those obligations approximated market rates of interest available to the Company for similar instruments. | ||||||||||||||
As a basis for determining the fair value of certain of the Company's financial instruments, the Company utilizes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||
Level I - Observable inputs such as quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level II - Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
Level III - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company's financial instruments that are measured at fair value on a recurring basis consist only of the stock warrants liability. The Company's stock warrants liability was classified within Level III of the fair value hierarchy and as of December 31, 2013 and 2012. | ||||||||||||||
The change in the fair value of the Level III warrants liability is summarized below: | ||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | ||||||||||||
Issuances | - | |||||||||||||
Change in fair value during the period | 30,440 | |||||||||||||
Fair value at December 31, 2013 | $ | 122,590 | ||||||||||||
The change in the fair value of the Level III stock warrants liability is summarized below: | ||||||||||||||
31-Dec-13 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2013 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
31-Dec-12 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) | ||||
Marketing | ' | |||||||||||||
Marketing | ||||||||||||||
Marketing costs are expensed as incurred. Marketing expense totaled $135,366 and $5,921 for the years ended December 31, 2013 and 2012, respectively. Marketing expenses from inception through December 31, 2013 totaled $183,274. | ||||||||||||||
Income Tax | ' | |||||||||||||
Income Tax | ||||||||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||||
In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2013 and 2012, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company's effective income tax rate associated with these items. The Company's policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying consolidated statements of operations, As of December 31, 2013 and 2012, the Company had no such accruals. | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for stock-based compensation arrangements with employees and non-employee directors using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. | ||||||||||||||
Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes-Merton option pricing model on the date of grant for stock options and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, forfeiture rates and expected term. The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term for the years ended December 31, 2013 and 2012 represents the average time that options are expected to be outstanding based on the mid-point between the vesting date and the end of the contractual term of the award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. The risk-free interest rate is based on the rate of U.S. Treasury securities with maturities consistent with the estimated expected term of the awards. The measurement of nonemployee share-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period over which services are received. | ||||||||||||||
Net loss attributable to non-controlling interests | ' | |||||||||||||
Net loss attributable to non-controlling interests | ||||||||||||||
Net loss attributable to non-controlling interests is the result of the Company's consolidation of subsidiaries of which it does not own 100%. The Company's net loss attributable to non-controlling interests relates to the University's ownership in Heat I, and its ownership interest in Heat II before the divestiture of Heat II on June 25, 2012. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes government grants when there is reasonable assurance that they will comply with the conditions attached to the grants and the grants will be received. The grants are recognized using an income approach and grant revenue is recognized as the related expenses are incurred. | ||||||||||||||
Research and Development | ' | |||||||||||||
Research and Development | ||||||||||||||
Research and development costs are expensed as incurred. The Company has acquired exclusive licensing rights to intellectual property to further its research and development. These costs are expensed as incurred. The Company also incurs legal costs relating to the filing and application fees for patents which are owned by the universities with which the Company has license agreements. These costs are also expensed as research and development expense as incurred. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||
Schedule of Significant Assumptions Used in Valuing Stock Warrants Liability | ' | |||||||||||||
Significant assumptions used in the valuation of the stock warrants liability were as follows: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Exercise price | $ | 4.83 | $ | 4.83 | ||||||||||
Risk-free interest rate | 2.75 | % | 1.78 | % | ||||||||||
Expected volatility | 71.6-71.9 | % | 75.6-76.3 | % | ||||||||||
Expected life (years) | 7.96-8.6 | 10 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Schedule of Change in Fair Value of Level III Warrants Liability | ' | |||||||||||||
The change in the fair value of the Level III warrants liability is summarized below: | ||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | ||||||||||||
Issuances | - | |||||||||||||
Change in fair value during the period | 30,440 | |||||||||||||
Fair value at December 31, 2013 | $ | 122,590 | ||||||||||||
Schedule of Change in Fair Value of the Level III Common Stock Warrant Liability | ' | |||||||||||||
The change in the fair value of the Level III stock warrants liability is summarized below: | ||||||||||||||
31-Dec-13 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2013 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (122,590 | ) | $ | (122,590 | ) | ||||
31-Dec-12 | ||||||||||||||
Identical | Observable | Unobservable | Total | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | ||||||||||
Liabilities measured at fair value | ||||||||||||||
Stock Warrant Liability | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) | ||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | (92,150 | ) | $ | (92,150 | ) |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Investments [Abstract] | ' | ||||||||
Schedule of Held-To-Maturity Investments Estimated Fair Value of Investments | ' | ||||||||
The maturities of held-to-maturity investments at December 31, 2013 were as follows: | |||||||||
Less than | Total | ||||||||
1 Year | |||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 17,297,165 | |||||
Schedule of Maturities of Held-To-Maturity Investments | ' | ||||||||
The maturities of held-to-maturity investments at December 31, 2013 were as follows: | |||||||||
Less than | Total | ||||||||
1 Year | |||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 17,297,165 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Furniture and fixtures | $ | 10,780 | $ | 10,780 | |||||
Computers | 13,175 | 3,213 | |||||||
Lab equipment | 39,357 | - | |||||||
Total | 63,312 | 13,993 | |||||||
Accumulated depreciation | (9,559 | ) | (3,211 | ) | |||||
Property and equipment, net | $ | 53,753 | $ | 10,782 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Compensation and related benefits | $ | 356,588 | $ | 105,927 | |||||
Accrued patent fees | 40,000 | 20,000 | |||||||
Miscellaneous expenses | 106,462 | 3,281 | |||||||
$ | 503,050 | $ | 129,208 |
License_Agreements_Tables
License Agreements (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
License Agreements [Abstract] | ' | ||||
Schedule of Future Minimum Royalty Payments | ' | ||||
Future minimum royalty payments as of December 31, 2013 are as follows: | |||||
Year ended December 31, | |||||
2014 | $ | 30,000 | |||
2015 | 30,000 | ||||
2016 | 30,000 | ||||
2017 | 280,000 | ||||
2018 | 30,000 | ||||
Thereafter | 120,000 | ||||
Total | $ | 520,000 |
Stock_Warrants_Liability_Table
Stock Warrants Liability (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Warrants Liability [Abstract] | ' | ||||||||||||||||
Summary of Stock Warrants Liability Activity | ' | ||||||||||||||||
The summary of stock warrants liability activity for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Warrants | Average | Average | Average | ||||||||||||||
Exercise | Remaining | Grant | |||||||||||||||
Price | Contractual | Date | |||||||||||||||
Life (in years) | Fair Value | ||||||||||||||||
Outstanding at December 31, 2011 | 12,940 | $ | 4.83 | 9.9 | $ | 1.91 | |||||||||||
Granted | 7,609 | $ | 4.83 | 9.9 | $ | 1.81 | |||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2012 | 20,549 | $ | 4.83 | 8.9 | $ | 1.64 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2013 | 20,549 | $ | 4.83 | 8.2 | $ | 5.95 |
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Stockholders' Equity (Deficit) [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Unvested Restricted Stock Activity | ' | ||||||||||||||||||||||||
A summary of the Company's unvested restricted stock activity as of December 31, 2013 is as follows: | |||||||||||||||||||||||||
Shares | Weighted- | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
Unvested at December 31, 2012 | 2,899 | $ | 2.23 | ||||||||||||||||||||||
Vested | (2,899 | ) | $ | 8.81 | |||||||||||||||||||||
Unvested at December 31, 2013 | - | $ | - | ||||||||||||||||||||||
Summary of Activity of Common Stock Warrants Retroactively Adjusted for Reverse Stock Split | ' | ||||||||||||||||||||||||
The following table summarizes the activity of the Company's common stock warrants, retro actively adjusted for the 1-for-2.3 reverse stock split. | |||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||
Outstanding, January 1, 2012 | 45,550 | ||||||||||||||||||||||||
Granted | 7,609 | ||||||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Expired | - | ||||||||||||||||||||||||
Outstanding, December 31, 2012 | 53,159 | ||||||||||||||||||||||||
Granted to underwriters | 125,000 | ||||||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Expired | - | ||||||||||||||||||||||||
Outstanding, December 31, 2013 | 178,159 | ||||||||||||||||||||||||
Schedule of Components of Stock-based Compensation Included in Net Loss | ' | ||||||||||||||||||||||||
The following table summarizes the components of the Company's stock-based compensation included in net loss: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Employee stock options | $ | 131,178 | $ | 60,956 | |||||||||||||||||||||
Non-employee stock options | 415,212 | 128,157 | |||||||||||||||||||||||
Restricted stock awards | 25,534 | 28,783 | |||||||||||||||||||||||
$ | 571,924 | $ | 217,896 | ||||||||||||||||||||||
Schedule of Stock Option Valuation Assumptions | ' | ||||||||||||||||||||||||
The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions for stock options granted during the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||||
Expected volatility | 90-112% | 80-90% | |||||||||||||||||||||||
Risk-free interest rate | 1.39-2.26% | 0.72-0.97% | |||||||||||||||||||||||
Expected lives (years) | 5.75-6.5 | 5-6.25 | |||||||||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||||||||||
The following tables summarize the stock option activity for the years ended December 31, 2012 and 2013: | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Outstanding, January 1, 2012 | 471,905 | $ | 0.64 | ||||||||||||||||||||||
Granted | 178,742 | $ | 0.76 | ||||||||||||||||||||||
Exercised | (22,827 | ) | $ | 0.51 | |||||||||||||||||||||
Expired/Cancelled | (37,773 | ) | $ | 0.02 | |||||||||||||||||||||
Outstanding, December 31, 2012 | 590,047 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Exercised | (80,706 | ) | $ | 0.67 | |||||||||||||||||||||
Expired/Cancelled | (62,595 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||
Schedule of Options Outstanding, Exercisable, and Vested or Expected to Vest | ' | ||||||||||||||||||||||||
The following table summarizes information about stock options outstanding at December 31, 2013: | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | Options Vested or Expected to Vest | |||||||||||||||||||||||
Balance | Weighted | Weighted | Balance | Weighted | Weighted | Balance | Weighted | Weighted | |||||||||||||||||
as of | Average | Average | as of | Average | Average | as of | Average | Average | |||||||||||||||||
12/31/13 | Remaining | Exercise | 12/312013 | Remaining | Exercise | 12/31/13 | Remaining | Exercise | |||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||
633,482 | 7.27 | $3.36 | 426,423 | 6.31 | $1.23 | 426,423 | 6.31 | $1.23 | |||||||||||||||||
Summary of Unvested Stock Options | ' | ||||||||||||||||||||||||
A summary of the activity of the Company's unvested stock options is as follows: | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Balance, January 1, 2012 | 248,439 | $ | 0.64 | ||||||||||||||||||||||
Granted | 178,742 | $ | 0.76 | ||||||||||||||||||||||
Vested | (257,510 | ) | $ | 0.51 | |||||||||||||||||||||
Forfeited | (11,594 | ) | $ | 0.02 | |||||||||||||||||||||
Outstanding, December 31, 2012 | 158,077 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Vested | -91,020 | $ | 0.67 | ||||||||||||||||||||||
Forfeited | (46,734 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 207,059 | $ | 3.36 |
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax [Abstract] | ' | ||||||||
Schedule of Components of Income Tax Expense | ' | ||||||||
The components of income tax expense (benefit) attributable to continuing operations are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current expense: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Deferred expense (benefit): | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total | $ | - | $ | - | |||||
Schedule of Income Tax Rate Reconciliation | ' | ||||||||
The differences between the Company's consolidated income tax expense attributable to continuing operations and the expense computed at the 34% United States statutory income tax rate were as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Federal income tax expense at statutory rate | $ | (2,247,353 | ) | $ | (840,190 | ) | |||
State and local income taxes, net of federal benefit | (186,475 | ) | (105,170 | ) | |||||
Non-deductible expenses | 4,985 | 54,991 | |||||||
Prior-period true-up | 162,061 | (152,306 | ) | ||||||
Research & development credit | (180,687 | ) | (57,293 | ) | |||||
Change in tax rate | 32,774 | - | |||||||
Increase in valuation allowance | 2,414,695 | 1,099,968 | |||||||
$ | - | $ | - | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
The income tax effects of temporary differences from continuing operations that give rise to significant portions of deferred income tax assets (liabilities) are presented below: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 4,167,785 | $ | 2,186,432 | |||||
Research & development credit | 424,739 | 189,350 | |||||||
Other | 247,966 | 50,013 | |||||||
Valuation allowance | (4,840,490 | ) | (2,425,795 | ) | |||||
Deferred income taxes | $ | - | $ | - |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Net Loss Per Share [Abstract] | ' | ||||||||
Schedule of Net Loss Per Share | ' | ||||||||
The following table reconciles net loss to net loss applicable to common shareholders: | |||||||||
For the year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net loss | $ | (6,609,864 | ) | $ | (2,471,147 | ) | |||
Net loss: Non-controlling interest | (198,516 | ) | (50,947 | ) | |||||
Beneficial conversion charge | (2,300,000 | ) | - | ||||||
Preferred Stock Dividend | (361,668 | ) | - | ||||||
Net loss applicable to common stockholders | $ | (9,073,016 | ) | $ | (2,420,200 | ) | |||
Weighted-average number of common shares used in net loss per share applicable to common stockholders-basic and diluted | 3,747,357 | 1,831,769 | |||||||
Net loss per share applicable to common stockholders-basic and diluted | $ | (2.42 | ) | $ | (1.32 | ) | |||
Schedule of Potentially Dilutive Securities | ' | ||||||||
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect): | |||||||||
For the year ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Preferred stock (on an as converted basis) | - | 860,017 | |||||||
Preferred stock warrants | - | 20,549 | |||||||
Outstanding stock options | 633,482 | 590,047 | |||||||
Unvested restricted stock | - | 2,899 | |||||||
Common stock warrants | 53,159 | 32,610 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Schedule Of Future Minimum Lease Payments | ' | ||||
Future minimum lease payments are as follows: | |||||
2014 | $ | 82,353 | |||
2015 | 183,137 | ||||
2016 | 188,631 | ||||
2017 | 194,290 | ||||
2018 | 200,119 | ||||
Total | $ | 848,530 |
Organization_Details
Organization (Details) (USD $) | Jun. 25, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 28, 2009 | Apr. 30, 2012 | Apr. 18, 2012 | Apr. 28, 2009 | Jun. 30, 2012 |
Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | Related Party [Member] | ||
Heat Biologics II, Inc. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in subsidiary | ' | 92.50% | 92.50% | 92.50% | ' | ' | 92.50% | ' |
Ownership percentage sold | ' | ' | ' | ' | 92.50% | ' | ' | ' |
Fair value, per share | $0.00 | ' | ' | ' | ' | $0.00 | ' | ' |
Issuance of preferred stock, shares | ' | ' | ' | ' | ' | ' | ' | 3,700,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 67 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 28, 2009 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 28, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | |
Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | Furniture and Fixtures [Member] | Computer Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized Costs Property And Equipment | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '3 years |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in subsidiary | ' | ' | ' | 92.50% | 92.50% | 92.50% | ' | ' | 92.50% | ' | ' |
Ownership percentage sold | ' | ' | ' | ' | ' | ' | ' | 92.50% | ' | ' | ' |
Sale of subsidiary, date | ' | ' | ' | ' | ' | ' | 25-Jun-12 | ' | ' | ' | ' |
Restricted cash | 1,252 | 26,214 | 1,252 | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum cash balance to pay trademark fees | 1,000 | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum cash balance with lending bank | 25,000 | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash balance insured | 250,000 | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash balance uninsured | 4,046,451 | ' | 4,046,451 | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split, conversion ratio | 0.4348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion charge | 2,300,000 | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Effective conversion price, per share | $6.14 | ' | $6.14 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value, per share | $8.81 | ' | $8.81 | ' | ' | ' | ' | ' | ' | ' | ' |
Marketing Expense | $135,366 | $5,921 | $183,274 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Assumptions Used in Valuation of Warrants) (Details) (Stock Warrants Liability [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Exercise price | $4.83 | $4.83 |
Risk-free interest rate | 2.75% | 1.78% |
Expected life (years) | ' | '10 years |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility | 71.60% | 75.60% |
Expected life (years) | '7 years 11 months 16 days | ' |
Maximum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility | 71.90% | 76.30% |
Expected life (years) | '8 years 7 months 6 days | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Change in Fair Value of the Level III Common Stock Warrant Liability ) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Fair value, beginning balance | $92,150 |
Issuances | ' |
Change in fair value during the period | 30,440 |
Fair value, ending balance | $122,590 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Schedule of Changes In Fair Value of Level III Stock Warrants Liability) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock Warrant Liability | ($122,590) | ($92,150) |
Total Liabilities measured at fair value | -122,590 | -92,150 |
Identical Assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock Warrant Liability | ' | ' |
Total Liabilities measured at fair value | ' | ' |
Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock Warrant Liability | ' | ' |
Total Liabilities measured at fair value | ' | ' |
Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock Warrant Liability | -122,590 | -92,150 |
Total Liabilities measured at fair value | ($122,590) | ($92,150) |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2012 | Oct. 20, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 28, 2009 | Apr. 28, 2009 | Jun. 30, 2012 | Dec. 31, 2012 | Jun. 25, 2012 | |
Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics II, Inc. [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||
Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | Heat Biologics II, Inc. [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in subsidiary | ' | ' | 92.50% | 92.50% | 92.50% | 92.50% | ' | ' | ' |
Interest rate | ' | 12.00% | ' | ' | ' | ' | ' | ' | 6.00% |
Cash proceeds | $9,250 | ' | ' | ' | ' | ' | $9,250 | ' | ' |
Receivable | 296,224 | ' | ' | ' | ' | ' | 296,244 | ' | ' |
Fair value of receivable | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Reduction to loss from discontinued operations | ' | ' | ' | ' | ' | ' | ' | $9,250 | ' |
Investments_Schedule_of_HeldTo
Investments (Schedule of Held-To-Maturity Investments) (Details) (Certificates of deposit, commercial paper [Member], USD $) | Dec. 31, 2013 |
Certificates of deposit, commercial paper [Member] | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' |
Amortized Cost | $17,297,165 |
Gross Unrealized Losses | 16,493 |
Estimated Fair Value | 17,280,672 |
Less than 1 year | 17,297,165 |
Total | $17,297,165 |
Property_and_Equipment_Schedul
Property and Equipment (Schedule of Property and Equipment ) (Details) (USD $) | 12 Months Ended | 67 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total | $63,312 | $13,993 | $63,312 |
Accumulated depreciation | -9,559 | -3,211 | -9,559 |
Property and equipment, net | 53,753 | 10,782 | 53,753 |
Depreciation | 6,348 | 2,587 | 9,559 |
Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '7 years | ' | ' |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total | 10,780 | 10,780 | 10,780 |
Estimated useful lives | '7 years | ' | ' |
Computers [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total | 13,175 | 3,213 | 13,175 |
Estimated useful lives | '3 years | ' | ' |
Lab equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total | $39,357 | ' | $39,357 |
Accrued_Expenses_Schedule_of_A
Accrued Expenses (Schedule of Accrued Expenses) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses [Abstract] | ' | ' |
Compensation and related benefits | $356,588 | $105,927 |
Accrued patent fees | 40,000 | 20,000 |
Miscellaneous Expenses | 106,462 | 3,281 |
Total | $503,050 | $129,208 |
Debt_Issuance_Costs_Narrative_
Debt Issuance Costs (Narrative) (Details) (USD $) | 12 Months Ended | 67 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | ' | ' | $31,680 | $55,890 | ' | ' |
Debt Instrument, Term | ' | ' | ' | '4 years | '3 years | ' | ' |
Interest Expense, Debt | ' | ' | ' | ' | ' | ' | 883 |
Amortization of debt issuance costs | 28,229 | 58,458 | 126,742 | ' | ' | ' | ' |
Accumulated amortization | ' | 3,451 | ' | ' | ' | ' | ' |
Amortized and written off debt issuance cost | ' | ' | ' | ' | ' | $55,007 | ' |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | |||
Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 20, 2011 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, carrying amount | ' | ' | ' | $950,000 |
Interest rate | ' | ' | ' | 12.00% |
Debt conversion description | 'The note is convertible into common or Series A preferred stock at the latest valuation. The type of security converted will depend on whether common or Series A preferred stock is issued as part of a successful future equity raise of at least $7.5 million at the qualified offering price. | ' | ' | ' |
Maturity date | 31-Oct-19 | ' | ' | ' |
Accrued interest | ' | 25,364 | 13,763 | ' |
Convertible notes payable | ' | ' | $197,099 | ' |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||
Oct. 31, 2011 | Dec. 31, 2013 | Oct. 20, 2011 | Aug. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 14, 2013 | Dec. 14, 2012 | Dec. 31, 2011 | Dec. 14, 2011 | Dec. 14, 2011 | Aug. 31, 2012 | Dec. 31, 2012 | Aug. 07, 2012 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 07, 2012 | Aug. 07, 2012 | Jul. 31, 2013 | Aug. 31, 2012 | Aug. 07, 2012 | Jan. 31, 2013 | Jan. 10, 2013 | Jan. 10, 2013 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | North Carolina Biotechnology Center Loan Agreement [Member] | Loan And Security Agreement Tranche A [Member] | Loan And Security Agreement Tranche A [Member] | Loan And Security Agreement Tranche A [Member] | Loan And Security Agreement Term Loan B [Member] | Loan And Security Agreement Term Loan B [Member] | Loan And Security Agreement Term Loan B [Member] | Loan And Security Agreement Term Loan B [Member] | Loan And Security Agreement [Member] | Loan And Security Agreement [Member] | Loan And Security Agreement [Member] | Loan And Security Agreement Second Amendment [Member] | Loan And Security Agreement Second Amendment [Member] | Loan And Security Agreement Second Amendment [Member] | ||||
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Maximum [Member] | Maximum [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal loan amount | ' | ' | $950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' | $1,000,000 | ' | ' | ' | $225,000 | ' | ' | ' | ' | ' | $200,000 |
Annual installments | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Accrues interest, annual | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | 4.25% | ' | ' | ' | ' | ' | 6.00% | ' | ' | 4.25% | ' | ' | ' | ' | ' | ' | ' |
Accrues interest, monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Collateral amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Maturity date | 31-Oct-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9-Jan-14 | ' | ' |
Loan amount drew down | ' | ' | ' | ' | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock shares purchased by warrant issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,762 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,500 | ' | ' | ' |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.83 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.83 | ' | ' | ' | ' |
Warrant expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13-Dec-21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Aug-22 | ' | ' | ' | ' |
Term of loan | ' | ' | ' | '4 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic payments, frequency | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of note payable and bank loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $725,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split, conversion ratio | ' | 0.4348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Warrants Post Reverse Stock Split | ' | ' | ' | ' | ' | 12,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,609 | ' | ' | ' | ' | ' |
License_Agreements_Schedule_of
License Agreements (Schedule of Future Minimum Royalty Payments) (USD $) | Dec. 31, 2013 |
License Agreements [Abstract] | ' |
2014 | $30,000 |
2015 | 30,000 |
2016 | 30,000 |
2017 | 280,000 |
2018 | 30,000 |
Thereafter | 120,000 |
Total | $520,000 |
License_Agreements_Narrative_D
License Agreements (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 67 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||||||||
Jul. 31, 2011 | Dec. 31, 2010 | Apr. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2022 | 30-May-17 | Dec. 31, 2011 | Sep. 08, 2010 | Jun. 26, 2009 | Dec. 31, 2010 | Jun. 30, 2009 | Apr. 30, 2009 | Jul. 31, 2008 | Apr. 30, 2011 | Apr. 30, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Dec. 19, 2011 | Jun. 30, 2009 | Jun. 30, 2009 | |
University [Member] | University [Member] | University [Member] | University [Member] | Not for profit corporation fee one [Member] | Not for profit corporation fee two [Member] | License Agreement ("143") [Member] | License Agreement ("143") [Member] | License Agreement ("J110") [Member] | License Agreement ("J110") [Member] | License agreement ("SS114A") [Member] | Heat Biologics I, Inc [Member] | Heat Biologics I, Inc [Member] | Heat Biologics II, Inc. [Member] | ||||||||||||
Patent [Member] | Patent [Member] | Not for profit corporation fee two [Member] | Not for profit corporation fee two [Member] | ||||||||||||||||||||||
Additional consideration | ' | ' | $12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum royalty payment for first three years, per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum royalty payment for remainer life of agreement, per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payment | ' | ' | ' | ' | ' | ' | 400,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | 5,000 | 50,000 | ' | 14,158 | ' | 1,055 | ' | ' | ' | ' |
Option fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursement of for past patent fees | ' | 15,797 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 10,000 | ' | 37,381 | ' | ' | ' |
Exercise of stock options | 10,000 | ' | ' | 54,042 | ' | 54,042 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpaid License Fees | ' | ' | ' | ' | ' | ' | ' | ' | $160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $102,784 | ' | ' |
Annual interest on outstanding balance | ' | ' | ' | 18.00% | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of all issued and outstanding stock to be issued with license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 2.50% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of issued and outstanding stock owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | 7.50% |
Stock_Warrants_Liability_Detai
Stock Warrants Liability (Details) (Warrant [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Warrant [Member] | ' | ' | ' |
Common Stock Warrants | ' | ' | ' |
Outstanding, beginning balance | 20,549 | 12,940 | ' |
Granted | ' | 7,609 | ' |
Exercised | ' | ' | ' |
Expired/cancelled | ' | ' | ' |
Outstanding, ending balance | 20,549 | 20,549 | 12,940 |
Weighted Average Exercise Price | ' | ' | ' |
Outstanding, at the beginning of year | $4.83 | $4.83 | ' |
Granted | ' | $4.83 | ' |
Exercised | ' | ' | ' |
Expired/cancelled | ' | ' | ' |
Outstanding, at the end of year | $4.83 | $4.83 | $4.83 |
Weighted Average Remaining Contractual Life (in years) | ' | ' | ' |
Outstanding | '8 years 2 months 12 days | '8 years 10 months 24 days | '9 years 10 months 24 days |
Granted | ' | '9 years 10 months 24 days | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Outstanding, at the beginning of year | $1.64 | $1.91 | ' |
Granted | ' | $1.81 | ' |
Exercised | ' | ' | ' |
Expired/cancelled | ' | ' | ' |
Outstanding, at the end of year | $5.95 | $1.64 | $1.91 |
Aggregate Intrinsic Value | ' | ' | ' |
Aggregate intrinsic value of preferred stock warrants | $46,646 | ' | ' |
Stockholders_Equity_Deficit_Na
Stockholders' Equity (Deficit) (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 67 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Series B-2 Preferred Stock [Member] | |||||||
Stockholders' Equity (Deficit) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 6,375,426 | 2,144,542 | 6,375,426 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | 6,375,426 | 1,858,971 | 6,375,426 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for initial public offering | 100,000 | 100,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | $10 | $10 | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial public offering | $1,000,000 | $1,000,000 | $25,000,000 | $27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial public offering, net | 930,000 | 930,000 | 22,400,000 | 24,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of preferred stock | ' | ' | ' | 1,696,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued as stock dividend | ' | ' | ' | 36,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividend | ' | ' | ' | 361,668 | ' | 361,668 | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, par value per share | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | 112,500 | 112,500 | 2,000,000 | 2,000,000 | 4,100,000 | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | 0 | 112,500 | 0 | 1,863,128 | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | 0 | 112,500 | 0 | 1,863,128 | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | ' | ' | $2.35 | ' | $2.10 | ' | ' | ' | $2.67 | $5 |
Minimum net proceeds from public offering for automatic conversion | ' | ' | ' | 15,000,000 | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split, conversion ratio | ' | ' | ' | 0.4348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon conversion of preferred stock | ' | ' | ' | 0.4348 | ' | 0.4348 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% |
Preferred stock, dividend amount per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.14 | $11.50 |
Preferred stock, liquidation preference | ' | ' | ' | ' | ' | ' | $4.83 | ' | $5.41 | ' | ' | ' | $6.14 | $11.50 |
Proceeds from issuance of private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' |
Issuance of preferred stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,891,419 | ' | ' |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) (Schedule of Restricted Stock Activity) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted Stock [Member] | ' |
Shares | ' |
Unvested, beginning balance | 2,899 |
Vested | -2,899 |
Unvested, ending balance | ' |
Weighted-average grant date fair value | ' |
Unvested, beginning balance | $2.23 |
Vested | $8.81 |
Unvested, ending balance | ' |
Stockholders_Equity_Deficit_Co
Stockholders' Equity (Deficit) (Common Stock Warrants) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expiration term | '10 years | ' | ' |
Common Stock Warrants [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Warrant liabilities outstanding | 20,549 | ' | ' |
Exercise price of warrant liabilities | 4.83 | ' | ' |
Expiration term | '10 years | '10 years | '10 years |
Exercise price | ' | ' | $0.48 |
Price per share | $12.50 | ' | ' |
Common Stock Warrants | ' | ' | ' |
Outstanding, beginning balance | 53,159 | 45,550 | ' |
Granted | 125,000 | 7,609 | 32,610 |
Exercised | ' | ' | ' |
Expired | ' | ' | ' |
Outstanding, ending balance | 178,159 | 53,159 | 45,550 |
Stockholders_Equity_Deficit_Eq
Stockholders' Equity (Deficit) (Equity Compensation Plan) (Narrative) (Details) (USD $) | 12 Months Ended | 67 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2009 | |
Stockholders' Equity (Deficit) [Abstract] | ' | ' | ' | ' | ' |
Stock Incentive Plan, shares authorized | 1,500,000 | ' | 1,500,000 | ' | 500,000 |
Expiration term | '10 years | ' | ' | ' | ' |
Outstanding stock options | 633,482 | 590,047 | 633,482 | 471,905 | ' |
Stock-based compensation expense | $571,924 | $217,896 | $925,959 | ' | ' |
Weighted average grant-date fair value | $8.51 | $1.31 | ' | ' | ' |
Fair value of stock options vested | 440,820 | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | $1,604,200 | ' | $1,604,200 | ' | ' |
unrecognized stock-based compensation expense, recognition period | '14 months | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Sc1
Stockholders' Equity (Deficit) (Schedule of Stock-based Compensation) (Details) (USD $) | 12 Months Ended | 67 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock based compensation | $571,924 | $217,896 | $925,959 |
Outstanding stock options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock based compensation | 131,178 | 60,956 | ' |
Non-employee stock options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock based compensation | 415,212 | 128,157 | ' |
Restricted stock awards [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock based compensation | $25,534 | $28,783 | ' |
Stockholders_Equity_Deficit_Sc2
Stockholders' Equity (Deficit) (Schedule of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | ' | ' |
Outstanding, beginning balance | 590,047 | 471,905 |
Granted | 186,736 | 178,742 |
Exercised | -80,706 | -22,827 |
Expired/Cancelled | -62,595 | -37,773 |
Outstanding, ending balance | 633,482 | 590,047 |
Weighted Average Exercise Price | ' | ' |
Outstanding, beginning balance | $0.71 | $0.64 |
Granted | $10.07 | $0.76 |
Exercised | $0.67 | $0.51 |
Expired/Cancelled | $1.96 | $0.02 |
Outstanding, ending balance | $3.36 | $0.71 |
Stockholders_Equity_Deficit_Sc3
Stockholders' Equity (Deficit) (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | 90.00% | 80.00% |
Risk-free interest rate | 1.39% | 0.07% |
Expected lives (years) | '5 years 9 months | '5 years |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | 112.00% | 90.00% |
Risk-free interest rate | 2.26% | 0.97% |
Expected lives (years) | '6 years 6 months | '6 years 3 months |
Stockholders_Equity_Deficit_Su
Stockholders' Equity (Deficit) (Summary of Outstandng Stock Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Options Outstanding | ' |
Balance | 633,482 |
Weighted average remaining contractual life | '7 years 3 months 7 days |
Weighted Average Exercise Price | $3.36 |
Options Exercisable | ' |
Balance | 426,423 |
Weighted average remaining contractual life | '6 years 3 months 22 days |
Weighted average exercise price | $1.23 |
Options Vested or Expected to Vest | ' |
Balance | 426,423 |
Weighted average remaining contractual life | '6 years 3 months 22 days |
Weighted average exercise price | $1.23 |
Stockholders_Equity_Deficit_Sc4
Stockholders' Equity (Deficit) (Schedule of Nonvested Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | ' | ' |
Outstanding, beginning balance | 158,077 | 248,439 |
Granted | 186,736 | 178,742 |
Vested | -91,020 | -257,510 |
Forfeited | -46,734 | -11,594 |
Outstanding, ending balance | 207,059 | 158,077 |
Weighted Average Exercise Price | ' | ' |
Outstanding, beginning balance | $0.71 | $0.64 |
Granted | $10.07 | $0.76 |
Vested | $0.67 | $0.51 |
Forfeited | $1.96 | $0.02 |
Outstanding, ending balance | $3.36 | $0.71 |
Income_Tax_Schedule_of_Income_
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current expense: | ' | ' | ' |
Federal | ' | ' | ' |
State | ' | ' | ' |
Current expense | ' | ' | ' |
Deferred expense (benefit): | ' | ' | ' |
Federal | ' | ' | ' |
State | ' | ' | ' |
Deferred expense (benefit) | ' | ' | ' |
Total | ' | ' | ' |
Income_Tax_Schedule_of_Income_1
Income Tax (Schedule of Income Tax Rate Differences) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Abstract] | ' | ' |
Federal income tax expense at statutory rate | ($2,247,353) | ($840,190) |
State and local income taxes, net of federal benefit | -186,475 | -105,170 |
Non-deductible expenses | 4,985 | 54,991 |
Prior-period true-up | 162,061 | -152,306 |
Research & development credit | -180,687 | -57,293 |
Change in tax rate | 32,774 | ' |
Increase in valuation allowance | 2,414,695 | 1,099,968 |
Total | ' | ' |
Income_Tax_Schedule_of_Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforward | $4,167,785 | $2,186,432 |
Research & development credit | 424,739 | 189,350 |
Other | 247,966 | 50,013 |
Valuation allowance | -4,840,490 | -2,425,795 |
Deferred income taxes | ' | ' |
Income_Tax_Narrative_Details
Income Tax (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax [Abstract] | ' |
Statutory federal tax rate | 34.00% |
Change in valuation allowance | $2,414,695 |
Operating Loss Carryforwards [Line Items] | ' |
U.S. net operating loss carryforwards | $20,999,761 |
Minimum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
U.S. net operating loss carryforwards expiration dates | 31-Dec-23 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Nov. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 20, 2011 | |
Commitments and Contingencies [Abstract] | ' | ' | ' | ' | ' |
Lease Agreement Term | ' | '13 months | ' | ' | ' |
Operating Leases, Rent Expense | $4,046 | $3,870 | $48,377 | $43,341 | ' |
Convertible Notes Payable | ' | ' | ' | ' | $950,000 |
Related_Party_Narrative_Detail
Related Party (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 67 Months Ended | 12 Months Ended | 67 Months Ended | 12 Months Ended | 67 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Chairman [Member] | Chairman [Member] | Chairman [Member] | Scientific advisory board [Member] | Scientific advisory board [Member] | Scientific advisory board [Member] | Management [Member] | Management [Member] | Management [Member] | Clinical advisory board one [Member] | Clinical advisory board two [Member] | Clinical advisory board three [Member] | Board [Member] | Board [Member] | ||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting fees | ' | ' | ' | ' | $18,750 | $140,625 | ' | ' | $50,000 | $34,480 | $30,910 | $70,910 | $45,000 | $16,590 | $14,700 | ' | ' |
Officers' Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 10,870 |
Related party payable balance | ' | 13,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of ownership interest | 92.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on receivables | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | 9,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable | 296,224 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party receivable | ' | $24,946 | $9,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Loss_Per_Share_Reverse_Sto
Net Loss Per Share (Reverse Stock Split) (Details) | 1 Months Ended | 12 Months Ended |
31-May-13 | Dec. 31, 2013 | |
Net Loss Per Share [Abstract] | ' | ' |
Reverse stock split, conversion ratio | ' | 0.4348 |
Reverse stock split | '.4348 | ' |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Preferred stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | ' | 860,017 |
Preferred stock warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | ' | 20,549 |
Outstanding stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | 633,482 | 590,047 |
Unvested restricted stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | ' | 2,899 |
Common Stock Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | 53,159 | 32,610 |
Net_Loss_Per_Share_Schedule_of1
Net Loss Per Share (Schedule of Reconciliation of Net Loss Applicable to Common Shareholders) (Details) (USD $) | 7 Months Ended | 12 Months Ended | 67 Months Ended | |||
Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2013 | |
Net Loss Per Share [Abstract] | ' | ' | ' | ' | ' | ' |
Net Loss | ($281,971) | ($6,609,864) | ($2,471,147) | ($2,113,142) | ($423,439) | ($12,621,407) |
Net loss - non-controlling interest | ' | -198,516 | -50,947 | ' | ' | -274,777 |
Beneficial conversion charge | ' | -2,300,000 | ' | ' | ' | -2,300,000 |
Preferred stock dividend | ' | -361,668 | ' | ' | ' | -361,668 |
Net loss attributable to common stockholders | ' | ($9,073,016) | ($2,420,200) | ' | ' | ($15,008,298) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders-basic and diluted | ' | 3,747,357 | 1,831,769 | ' | ' | ' |
Net loss per share attributable to common stockholders-basic and diluted | ' | ($2.42) | ($1.32) | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Nov. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-14 | Mar. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | $82,353 | ' |
2015 | ' | ' | ' | ' | 183,137 | ' |
2016 | ' | ' | ' | ' | 188,631 | ' |
2017 | ' | ' | ' | ' | 194,290 | ' |
2018 | ' | ' | ' | ' | 200,119 | ' |
Total | 10,000 | ' | ' | 10,000 | 848,530 | ' |
Total rent expense | 4,046 | 3,870 | 48,377 | 43,341 | ' | ' |
Obligation upon completion of phase I clinical trial | ' | ' | ' | ' | ' | 50,000 |
Obligation upon completion of phase II clinical trial | ' | ' | ' | ' | ' | 100,000 |
Obligation upon completion of phase III clinical trial | ' | ' | ' | ' | ' | 100,000 |
Obligation upon acceptance of BLA by FDA or foreign equivalent | ' | ' | ' | ' | ' | $100,000 |