Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 04, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Entity Registrant Name | 'HEAT BIOLOGICS, INC. | ' |
Entity Central Index Key | '0001476963 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 6,481,752 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $3,281,984 | $4,566,992 |
Short-term investments | 12,115,118 | 17,297,165 |
Related party receivable | 43,392 | 24,946 |
Prepaid expenses and other current assets | 648,363 | 1,066,638 |
Total Current Assets | 16,088,857 | 22,955,741 |
Property and Equipment, net | 464,348 | 53,753 |
Other Assets | ' | ' |
Restricted cash | 101,252 | 1,252 |
Deferred financing costs | 62,405 | ' |
Deposits | 19,798 | 9,320 |
Total Other Assets | 183,455 | 10,572 |
Total Assets | 16,736,660 | 23,020,066 |
Current Liabilities | ' | ' |
Accounts payable | 680,478 | 651,917 |
Accrued expenses and other payables | 446,162 | 503,050 |
Accrued interest | ' | 25,364 |
Current portion of long term debt | 130,041 | ' |
Total Current Liabilities | 1,256,681 | 1,180,331 |
Long Term Liabilities | ' | ' |
Long-term debt, net | 1,058,475 | ' |
Stock warrants liability | ' | 122,590 |
Total Liabilities | 2,315,156 | 1,302,921 |
Stockholders' Equity | ' | ' |
Common stock, $.0002 par value; 50,000,000 shares authorized, 6,481,752 and 6,375,426 shares issued and outstanding at September 30, 2014 (unaudited) and December 31, 2013, respectively | 979 | 961 |
Additional paid in capital | 35,550,524 | 34,337,591 |
Accumulated deficit | -20,524,547 | -12,346,630 |
Total Stockholders' Equity- Less Non-Controlling Interest | 15,026,956 | 21,991,922 |
Non-Controlling Interest | -605,452 | -274,777 |
Total Stockholders' Equity | 14,421,504 | 21,717,145 |
Total Liabilities and Stockholders' Equity | $16,736,660 | $23,020,066 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,481,752 | 6,375,426 |
Common stock, shares outstanding | 6,481,752 | 6,375,426 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating expenses: | ' | ' | ' | ' |
Research and development | $1,025,442 | $992,360 | $2,425,404 | $2,121,628 |
Clinical and regulatory | 1,258,566 | 230,924 | 3,218,137 | 747,915 |
General and administrative | 832,101 | 737,540 | 2,844,883 | 1,443,856 |
Total operating expenses | 3,116,109 | 1,960,824 | 8,488,424 | 4,313,399 |
Loss from operations | -3,116,109 | -1,960,824 | -8,488,424 | -4,313,399 |
Interest income | 9,740 | 500 | 27,261 | 502 |
Other expense | -12,762 | -28,229 | -39,291 | -78,191 |
Interest expense | -8,138 | -40,639 | -8,138 | -100,780 |
Total non-operating expense | -11,160 | -68,368 | -20,168 | -178,469 |
Net loss | -3,127,269 | -2,029,192 | -8,508,592 | -4,491,868 |
Net loss - non-controlling interest | -126,865 | -61,750 | -330,675 | -139,796 |
Beneficial conversion charge | ' | ' | ' | -2,300,000 |
Preferred stock dividend | ' | -361,668 | ' | -361,668 |
Net loss attributable to common stockholders | ($3,000,404) | ($2,329,110) | ($8,177,917) | ($7,013,740) |
Net loss per share attributable to common stockholders - basic and diluted | ($0.46) | ($0.48) | ($1.27) | ($2.45) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 6,469,272 | 4,835,582 | 6,445,129 | 2,863,310 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (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 Dec. 31, 2013 | $21,717,145 | ' | ' | ' | $961 | $34,337,591 | ($12,346,630) | ($274,777) |
Exercise of stock options, 55,837 shares | 37,719 | ' | ' | ' | 12 | 37,707 | ' | ' |
Cashless exercise of options, 10,442 shares | ' | ' | ' | ' | ' | ' | ' | ' |
Cashless exercise of warrants, 40,047 shares | 452,874 | ' | ' | ' | 6 | 452,868 | ' | ' |
Stock based compensation | 722,358 | ' | ' | ' | ' | 722,358 | ' | ' |
Net loss | -8,508,592 | ' | ' | ' | ' | ' | -8,177,917 | -330,675 |
Balance at Sep. 30, 2014 | $14,421,504 | ' | ' | ' | $979 | $35,550,524 | ($20,524,547) | ($605,452) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) (Common Stock [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Common Stock [Member] | ' |
Equity Issuance [Line Items] | ' |
Exercise of stock options, shares | 55,837 |
Cashless exercise of options, shares | 10,442 |
Cashless exercise of warrants, shares | 40,047 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' |
Net loss | ($8,508,592) | ($4,491,868) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 41,850 | 2,877 |
Amortization of debt issuance costs | 13,848 | 28,229 |
Amortization of bond premium | 137,897 | ' |
Re-measurement of fair value of stock warrants liability | 7,263 | 122,202 |
Stock based compensation | 722,358 | 377,388 |
(Decrease) increase in cash arising from changes in assets and liabilities: | ' | ' |
Related party receivable | -18,446 | -10,813 |
Prepaid expenses and other current assets | 418,275 | -742,029 |
Restricted cash | -100,000 | 24,672 |
Deposits | -10,478 | ' |
Accounts payable | 28,561 | -112,943 |
Accrued expenses and other payables | -56,888 | 28,071 |
Accrued interest | -25,364 | 8,387 |
Net Cash Used in Operating Activities | -7,349,716 | -4,765,827 |
Cash Flows from Investing Activities | ' | ' |
Proceeds from maturities of short term investments | 13,827,773 | ' |
Purchases of short term investments | -8,783,623 | ' |
Purchase of property and equipment | -452,444 | -5,194 |
Net Cash Provided by (Used in) Investing Activities | 4,591,706 | -5,194 |
Cash Flows from Financing Activities | ' | ' |
Proceeds from initial public offering, net of underwriters discounts | ' | 25,110,000 |
Proceeds from long term debt | 1,435,283 | ' |
Payments on notes payable | ' | -725,000 |
Payments on convertible notes payable | ' | -197,099 |
Issuance of common stock | ' | 47,957 |
Proceeds from the exercise of stock options | 37,719 | 540 |
Stock issuance costs | ' | -942,052 |
Net Cash Provided by Financing Activities | 1,473,002 | 28,344,436 |
Net (Decrease) Increase in Cash and Cash Equivalents | -1,285,008 | 23,573,415 |
Cash and Cash Equivalents - Beginning of Period | 4,566,992 | 5,030 |
Cash and Cash Equivalents - End of Period | 3,281,984 | 23,578,445 |
Supplemental Disclosure for Cash Flow Information | ' | ' |
Interest paid | 8,138 | 51,575 |
Supplemental Schedule of Noncash Investing and Financing Activities | ' | ' |
Beneficial conversion charge | ' | 2,300,000 |
Conversion of convertible note payable to accounts payable | ' | 197,099 |
Preferred stock dividend | ' | 361,668 |
Non-cash conversion of preferred stock into common stock | ' | 386 |
Cashless exercise of stock warrants | 452,874 | ' |
Series B-1 Preferred Stock [Member] | ' | ' |
Cash Flows from Financing Activities | ' | ' |
Issuance of preferred stock | ' | $5,050,090 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of presentation and Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting. However, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company's management, the unaudited statements in this Quarterly Report on Form 10-Q include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2014. | |
The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2014 and 2013 included in this Quarterly Report on Form 10-Q are unaudited. The balance sheet as of December 31, 2013 is derived from the audited financial statements as of that date. The accompanying statements should be read in conjunction with the audited financial statements and related notes, together with Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014 (the “2013 Annual Report”). | |
The accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2014 and 2013 include the accounts of Heat Biologics, Inc. and its subsidiaries, Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH and Heat Biologics Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2013 and September 30, 2014, Heat held a 92.5% controlling interest in Heat I and accounts for its less than 100% interest in the unaudited condensed consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders' equity on its condensed consolidated balance sheets, condensed statement of stockholders equity, and reports non-controlling interest net loss under the heading “Net loss – non-controlling interest” in the condensed consolidated statements of operations. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). The amendments in ASU 2014-15 are intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management's responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not expect this ASU to have an impact on its consolidated financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ' | |||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||||
2. 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. | ||||||||||||||||||
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 at September 30, 2014 and December 31, 2013. | ||||||||||||||||||
In 2012 and 2013, the Company issued warrants exercisable for a total of 20,549 shares of common stock. The freestanding warrants for the Company's common stock were recognized as a liability and recorded at fair value in all periods prior to exercise. Upon the cashless exercise of these warrants in January and February 2014, the sum of the fair value of the exercised warrants were credited to additional paid in capital and the liability was eliminated. | ||||||||||||||||||
In connection with the Square 1 Bank Loan (“Loan”), in August 2014, the Company issued Square 1 Bank a warrant, exercisable for 52,695 shares of the Company's common stock at an exercise price of $4.27. In accordance with ASC 480-10, Distinguishing Liabilities from Equity, the freestanding warrant for the Company's common stock was recognized as a liability and recorded at fair value in all periods prior to exercise. The warrant liability was re-measured to fair value prior to reclassification to additional paid in capital upon its exercise. The initial fair value of the warrant of $323,021 was recorded as a liability and a discount to notes payable and is being amortized to interest expense over the term of the note. In September 2014, the warrants were exercised via a cashless exercise into 17,664 shares of the Company's common stock. | ||||||||||||||||||
The fair value of the warrant was calculated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||
Dividend yield | 0 | % | ||||||||||||||||
Expected volatility | 100 | % | ||||||||||||||||
Risk-free interest rate | 2.23 | % | ||||||||||||||||
Expected lives (years) | 10 | |||||||||||||||||
The change in the fair value of the Level III stock warrants is summarized below: | ||||||||||||||||||
Fair value of stock warrant liability at December 31, 2013 | $ | 122,590 | ||||||||||||||||
Fair value of stock warrant liability at issuance | 323,021 | |||||||||||||||||
Change in fair value during the period | 7,263 | |||||||||||||||||
Cashless exercises during the period | (452,874 | ) | ||||||||||||||||
Fair value of stock warrant liability at September 30, 2014 | $ | — | ||||||||||||||||
There were no assets or liabilities measured at fair value on a recurring basis as of September 30, 2014. | ||||||||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | ||||||||||||||||||
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 warrants liability | $ | — | $ | — | $ | -122,590 | $ | -122,590 | ||||||||||
Total Liabilities measured at fair value | $ | — | $ | — | $ | -122,590 | $ | -122,590 | ||||||||||
Income_Tax
Income Tax | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax [Abstract] | ' |
Income Tax | ' |
3. 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 Financial Accounting Standards Board Accounting Standards Codification 740, Accounting for Income Taxes, the Company reflects in the accompanying unaudited condensed consolidated 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 September 30, 2014 and 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 September 30, 2014 and December 31, 2013, the Company had no such accruals. |
Investments
Investments | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
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 September 30, 2014 and December 31, 2013. 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 September 30, 2014: | |||||||||||||
Amortized | Gross | Estimated | |||||||||||
Cost | Unrealized | Fair Value | |||||||||||
(Losses) | |||||||||||||
Certificates of deposit, commercial paper, corporate notes and bonds | $ | 12,115,118 | $ | (3,704 | ) | $ | 12,111,414 | ||||||
As of September 30, 2014, the estimated fair value of the investments was less than the amortized cost. Because management has the positive intention and ability to hold the investments until their maturity dates, these unrealized losses were not recorded in the accompanying unaudited condensed consolidated financial statements. | |||||||||||||
The maturities of held-to-maturity investments at September 30, 2014 were as follows: | |||||||||||||
Less than | Total | ||||||||||||
1 Year | |||||||||||||
Certificates of deposit, commercial paper, corporate notes and bonds | $ | 12,115,118 | $ | 12,115,118 |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
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: | ||||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Furniture and fixtures | $ | 47,682 | $ | 10,780 | ||||||
Computers | 20,652 | 13,175 | ||||||||
Lab equipment | 447,423 | 39,357 | ||||||||
Total | 515,757 | 63,312 | ||||||||
Accumulated depreciation | -51,409 | -9,559 | ||||||||
Property and equipment, net | $ | 464,348 | $ | 53,753 | ||||||
Depreciation expense was $22,952 and $1,229 for the three months ended September 30, 2014 and 2013, respectively. Depreciation expense was $41,850 and $2,877 for nine months ended September 30, 2014 and 2013, respectively. |
Accrued_Expenses_and_other_pay
Accrued Expenses and other payables | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Accrued Expenses and other payables [Abstract] | ' | |||||||||
Accrued Expenses and other payables | ' | |||||||||
6. Accrued Expenses and other payables | ||||||||||
Accrued expenses consist of the following: | ||||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Accrued compensation and related benefits | $ | 190,987 | $ | 356,588 | ||||||
Accrued patent fees | 35,000 | 40,000 | ||||||||
Accrued rent | 41,050 | — | ||||||||
Accrued professional fees | 179,125 | 106,462 | ||||||||
$ | 446,162 | $ | 503,050 | |||||||
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Net Loss Per Share [Abstract] | ' | |||||||||||||||||
Net Loss Per Share | ' | |||||||||||||||||
7. Net Loss Per Share | ||||||||||||||||||
Basic and diluted net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company's potentially dilutive shares, which include convertible preferred stock, outstanding stock options, warrants and unvested restricted stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | ||||||||||||||||||
The following table reconciles net loss to net loss applicable to common shareholders: | ||||||||||||||||||
Three Months Ended, | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Net loss | $ | -3,127,269 | $ | -2,029,192 | $ | -8,508,592 | $ | -4,491,868 | ||||||||||
Net loss: Non-controlling interest | -126,865 | -61,750 | -330,675 | -139,796 | ||||||||||||||
Beneficial conversion charge | — | — | — | -2,300,000 | ||||||||||||||
Preferred Stock Dividend | — | -361,668 | — | -361,668 | ||||||||||||||
Net loss applicable to common stockholders | $ | -3,000,404 | $ | -2,329,110 | $ | -8,177,917 | $ | -7,013,740 | ||||||||||
Weighted-average number of common shares used in net loss per share attributable to common stockholders—basic and diluted | 6,469,272 | 4,835,582 | 6,445,129 | 2,863,310 | ||||||||||||||
Net loss per share attributable to common stockholders—basic and diluted | $ | -0.46 | $ | -0.48 | $ | -1.27 | $ | -2.45 | ||||||||||
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: | ||||||||||||||||||
For the Nine Months Ended | ||||||||||||||||||
September 30, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Outstanding stock options | 836,961 | 575,762 | ||||||||||||||||
Common stock warrants | 17,392 | 53,159 | ||||||||||||||||
Underwriters warrants | 125,000 | — | ||||||||||||||||
The preferred stock warrants converted into warrants to purchase common stock upon the completion of the initial public offering in July 2013. In January and February 2014, warrants exercisable for 20,549 shares were exercised in cashless transactions that resulted in the issuance of 8,065 shares of common stock. | ||||||||||||||||||
The remaining common stock warrants are held by third parties in connection with prior private placements of our equity securities. In February 2014, 15,218 warrants were exercised in cashless transactions that resulted in the issuance of 14,318 shares of common stock. | ||||||||||||||||||
In connection with our public offering we issued common stock 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. | ||||||||||||||||||
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 accompanying condensed consolidated 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. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
8. Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||
2014 Stock Incentive Plan | |||||||||||||||||||||||||||||||||||||||||||||||||
In June 2014, the shareholders approved the 2014 Stock Option Plan of Heat Biologics, Inc. (the “2014 Plan”), under which the Company is authorized to grant 500,000 awards in the form of both incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock based awards on terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the 2014 Plan. Persons eligible to participate in the 2014 Plan include employees, directors, and consultants. Stock options granted under the 2014 Plan generally have terms of 10 years and have various vesting schedules. As of September 30, 2014, 263,415 awards had been granted under the 2014 Plan, of which 244,249 are outstanding, leaving 255,751 shares of common stock available for grant under the plan. | |||||||||||||||||||||||||||||||||||||||||||||||||
The 2014 Plan supplements the Company's 2009 Stock Incentive Plan (the “2009 Plan”) under which the Company is authorized to grant 869,565 awards in the form of options, restricted stock, restricted stock units and other stock based awards. As of September 30, 2014, 960,176 awards had been granted under the 2009 Plan, of which 592,712 are outstanding, leaving 5,620 shares of common stock available for grant under the plan. | |||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014, awards for 1,223,591 shares of common stock have been granted under the 2009 and 2014 Plans (“the Plans) and there were 261,371 shares of common stock remaining available for grant under the Plans. | |||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014, all restricted stock has vested and accordingly all stock-based compensation expense related to vested restricted stock has been recognized. | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||||||||||||||||||||||||||
The following is a summary of the stock option activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||||||||||||||||||||||
Price | |||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||||||||||||||||||||||||||
Granted | 315,379 | $ | 6.45 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercised | -67,794 | $ | 0.69 | ||||||||||||||||||||||||||||||||||||||||||||||
Forfeited | -44,106 | $ | 3.19 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding, September 30, 2014 | 836,961 | $ | 4.75 | ||||||||||||||||||||||||||||||||||||||||||||||
The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2014 was $4.42. | |||||||||||||||||||||||||||||||||||||||||||||||||
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 nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 108.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.15 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Expected lives (years) | 5.9 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 sufficient 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 has not paid any dividends and has 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 stock-based compensation expense of $224,586 and $26,793 for the three months ended September 30, 2014 and 2013, respectively and $722,358 and $377,388 for the nine months ended September 30, 2014 and 2013, respectively for the Company's stock option awards. | |||||||||||||||||||||||||||||||||||||||||||||||||
The following table summarizes information about stock options outstanding at September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
9/30/14 | Remaining | Exercise | 9/30/14 | Remaining | Exercise | 9/30/14 | Remaining | Exercise | |||||||||||||||||||||||||||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||||||||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||||||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||||||||||||||||||||||||||
836,961 | 7.6 | $ | 4.75 | 440,615 | 5.9 | $ | 2.29 | 440,615 | 5.9 | $ | 2.29 | ||||||||||||||||||||||||||||||||||||||
As of September 30, 2014, the unrecognized stock-based compensation expense related to unvested stock options was $2,964,247 which is expected to be recognized over a weighted average period of approximately 14.6 months. |
Financing
Financing | 9 Months Ended |
Sep. 30, 2014 | |
Financing [Abstract] | ' |
Financing | ' |
9. Financing | |
Preferred Stock | |
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 the 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. | |
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 million, 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. 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. | |
Debt
Debt | 9 Months Ended |
Sep. 30, 2014 | |
Debt [Abstract] | ' |
Debt | ' |
10. Debt | |
Square 1 Bank Loan | |
In August 2014, the Company entered into a secured loan with Square 1 Bank ("Loan"). The Loan provides the Company with a term loan in the aggregate principal amount not to exceed $7,500,000 to be used to supplement working capital. The Loan is available to the Company in four tranches: $1,500,000 was made available to the Company on August 22, 2014 (“Tranche 1 Loan”), $1,500,000 became available to the Company upon its enrollment of its first patient in its the Phase 2 clinical trial for HS-110 (“Tranche 2 Loan ”), $2,250,000 will be available to the Company upon Square 1 Bank's receipt or before June 30, 2015 of evidence satisfactory to it of the initiation and continuation of the ImPACT cell line for a third indication (“Tranche 3 Loan”) and $2,250,000 will be available to the Company upon Square 1 Bank's receipt or before October 31, 2015 of evidence satisfactory to it of the full enrollment of our Phase 1/2 clinical trial for HS -410 (“Tranche 4 Loan”). As of September 30, 2014, the Company had drawn down $1,500,000 under the Tranche 1 Loan. On October 27, 2014, the Company met the milestone required to draw down the Tranche 2 Loan but has not yet requested a draw down. | |
The Loan accrues interest monthly at an interest rate of 3.05% plus prime or 6.30 % per annum whichever is greater. The Tranche 1 Loan is payable as interest-only until June 30, 2015 since the Company has already achieved the Tranche 2 milestone and thereafter interest is payable in monthly installments of principal plus accrued interest until February 22, 2018. The Tranche 2 Loan is available prior to December 31, 2014 and is payable as interest-only prior to June 30, 2015 (unless the Company achieves the Tranche 3 milestone at which time the interest only period will be extended until October 31, 2015) and thereafter is payable in monthly installments of principal plus accrued interest until February 22, 2018. The Tranche 3 Loan is available until June 30, 2015 and is payable as interest-only prior to October 31, 2015 and thereafter is payable in monthly installments of principal plus accrued interest until February 22, 2018. The Tranche 4 Loan is available until October 31, 2015 and is payable in monthly installments of principal plus accrued interest until February 22, 2018. As of September 30, 2014, the Company has made $0 in principal payments and $8,138 in interest payments on the outstanding loan. The agreement with Square 1 Bank sets forth various affirmative and negative covenants. The failure of the Company to comply with the covenants constitutes a default under the Loan. The covenants include the Company having at least two ongoing clinical trials at all times, the attainment of the funding conditions set forth in the agreement and covenants regarding financial reporting, limits on the Company's cash burn, incurrence of indebtedness, permitted investments, encumbrances, distributions, investments and mergers and acquisitions. The Loan is also secured by a security interest in all of the Company's personal property, excluding its intellectual property. | |
In connection with the Loan, in August 2014, the Company issued Square 1 Bank a warrant, exercisable for 52,695 shares of the Company's common stock at an exercise price of $4.27. In accordance with ASC 480-10, Distinguishing Liabilities from Equity, the freestanding warrant for the Company's common stock was recognized as a liability and recorded at fair value in all periods prior to exercise. The warrant liability was re-measured to fair value prior to reclassification to additional paid in capital upon its exercise. The initial fair value of the warrant of $323,021 was recorded as a liability and a discount to notes payable and is being amortized to interest expense over the term of the Loan. In September 2014, the warrants were exercised via a cashless exercise into 17,664 shares of the Company's common stock. The fair value of the warrants is shown as a debt discount and is netted against the outstanding loan balance in the condensed consolidated balance sheets. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
11. Subsequent Events | |
On October 24, 2014, the Company's shelf registration statement on Form S-3, that was filed on October 10, 2014 with the Securities and Exchange Commission (the “SEC”), was declared effective by the SEC. The registration statement contains two prospectuses (i) a base prospectus which covers the offer, issuance and sale of up to a maximum aggregate offering price of $50 million of the Company's common stock, warrants or units and (ii) a sales agreement prospectus covering the offer, issuance and sale by the Company of up to a maximum aggregate offering price of $10 million of the Company's common stock that may be issued and sold under a Controlled Equity OfferingSM Sales Agreement (ATM) that the Company entered into with Cantor Fitzgerald & Co. The Company entered into an ATM with Cantor Fitzgerald & Co., pursuant to which the Company may sell shares of its common stock through Cantor Fitzgerald & Co., as sales agent, for aggregate proceeds of up to $10 million. Shares of common stock sold under the ATM are to be sold at market prices prevailing at the time of sale or prices related to such prevailing market prices. The Company will pay compensation to Cantor Fitzgerald & Co. at a fixed commission of 3% of the gross sales price per share. The Company has not sold any shares under the ATM. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting. However, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company's management, the unaudited statements in this Quarterly Report on Form 10-Q include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2014. | |
The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2014 and 2013 included in this Quarterly Report on Form 10-Q are unaudited. The balance sheet as of December 31, 2013 is derived from the audited financial statements as of that date. The accompanying statements should be read in conjunction with the audited financial statements and related notes, together with Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014 (the “2013 Annual Report”). | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2014 and 2013 include the accounts of Heat Biologics, Inc. and its subsidiaries, Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH and Heat Biologics Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2013 and September 30, 2014, Heat held a 92.5% controlling interest in Heat I and accounts for its less than 100% interest in the unaudited condensed consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders' equity on its condensed consolidated balance sheets, condensed statement of stockholders equity, and reports non-controlling interest net loss under the heading “Net loss – non-controlling interest” in the condensed consolidated statements of operations. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). The amendments in ASU 2014-15 are intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management's responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not expect this ASU to have an impact on its consolidated financial statements. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ' | |||||||||||||||||
Schedule of Significant Assumptions | ' | |||||||||||||||||
The fair value of the warrant was calculated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||
Dividend yield | 0 | % | ||||||||||||||||
Expected volatility | 100 | % | ||||||||||||||||
Risk-free interest rate | 2.23 | % | ||||||||||||||||
Expected lives (years) | 10 | |||||||||||||||||
Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | ||||||||||||||||||
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 warrants liability | $ | — | $ | — | $ | -122,590 | $ | -122,590 | ||||||||||
Total Liabilities measured at fair value | $ | — | $ | — | $ | -122,590 | $ | -122,590 | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | |||||||||||||||||
Schedule of Change in Fair Value of Level III Stock Warrants Liability | ' | |||||||||||||||||
The change in the fair value of the Level III stock warrants is summarized below: | ||||||||||||||||||
Fair value of stock warrant liability at December 31, 2013 | $ | 122,590 | ||||||||||||||||
Fair value of stock warrant liability at issuance | 323,021 | |||||||||||||||||
Change in fair value during the period | 7,263 | |||||||||||||||||
Cashless exercises during the period | (452,874 | ) | ||||||||||||||||
Fair value of stock warrant liability at September 30, 2014 | $ | — | ||||||||||||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Investments [Abstract] | ' | ||||||||||||
Schedule of Held-To-Maturity Investments Estimated Fair Value of Investments | ' | ||||||||||||
The following table summarizes information about short term investments at September 30, 2014: | |||||||||||||
Amortized | Gross | Estimated | |||||||||||
Cost | Unrealized | Fair Value | |||||||||||
(Losses) | |||||||||||||
Certificates of deposit, commercial paper, corporate notes and bonds | $ | 12,115,118 | $ | (3,704 | ) | $ | 12,111,414 | ||||||
Schedule of Maturities of Held-To-Maturity Investments | ' | ||||||||||||
The maturities of held-to-maturity investments at September 30, 2014 were as follows: | |||||||||||||
Less than | Total | ||||||||||||
1 Year | |||||||||||||
Certificates of deposit, commercial paper, corporate notes and bonds | $ | 12,115,118 | $ | 12,115,118 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property and Equipment [Abstract] | ' | |||||||||
Schedule of Property and Equipment | ' | |||||||||
Property and equipment consisted of the following: | ||||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Furniture and fixtures | $ | 47,682 | $ | 10,780 | ||||||
Computers | 20,652 | 13,175 | ||||||||
Lab equipment | 447,423 | 39,357 | ||||||||
Total | 515,757 | 63,312 | ||||||||
Accumulated depreciation | -51,409 | -9,559 | ||||||||
Property and equipment, net | $ | 464,348 | $ | 53,753 | ||||||
Accrued_Expenses_and_other_pay1
Accrued Expenses and other payables (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Accrued Expenses and other payables [Abstract] | ' | |||||||||
Schedule of Accrued Expenses | ' | |||||||||
Accrued expenses consist of the following: | ||||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Accrued compensation and related benefits | $ | 190,987 | $ | 356,588 | ||||||
Accrued patent fees | 35,000 | 40,000 | ||||||||
Accrued rent | 41,050 | — | ||||||||
Accrued professional fees | 179,125 | 106,462 | ||||||||
$ | 446,162 | $ | 503,050 | |||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Net Loss Per Share [Abstract] | ' | |||||||||||||||||
Schedule of net loss per share | ' | |||||||||||||||||
The following table reconciles net loss to net loss applicable to common shareholders: | ||||||||||||||||||
Three Months Ended, | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Net loss | $ | -3,127,269 | $ | -2,029,192 | $ | -8,508,592 | $ | -4,491,868 | ||||||||||
Net loss: Non-controlling interest | -126,865 | -61,750 | -330,675 | -139,796 | ||||||||||||||
Beneficial conversion charge | — | — | — | -2,300,000 | ||||||||||||||
Preferred Stock Dividend | — | -361,668 | — | -361,668 | ||||||||||||||
Net loss applicable to common stockholders | $ | -3,000,404 | $ | -2,329,110 | $ | -8,177,917 | $ | -7,013,740 | ||||||||||
Weighted-average number of common shares used in net loss per share attributable to common stockholders—basic and diluted | 6,469,272 | 4,835,582 | 6,445,129 | 2,863,310 | ||||||||||||||
Net loss per share attributable to common stockholders—basic and diluted | $ | -0.46 | $ | -0.48 | $ | -1.27 | $ | -2.45 | ||||||||||
Schedule of antidilutive 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 Nine Months Ended | ||||||||||||||||||
September 30, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Outstanding stock options | 836,961 | 575,762 | ||||||||||||||||
Common stock warrants | 17,392 | 53,159 | ||||||||||||||||
Underwriters warrants | 125,000 | — |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
The following is a summary of the stock option activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||||||||||||||||||||||
Price | |||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||||||||||||||||||||||||||
Granted | 315,379 | $ | 6.45 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercised | -67,794 | $ | 0.69 | ||||||||||||||||||||||||||||||||||||||||||||||
Forfeited | -44,106 | $ | 3.19 | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding, September 30, 2014 | 836,961 | $ | 4.75 | ||||||||||||||||||||||||||||||||||||||||||||||
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 nine months ended September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 108.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.15 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Expected lives (years) | 5.9 | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Options Outstanding, Exercisable, and Vested or Expected to Vest | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
The following table summarizes information about stock options outstanding at September 30, 2014: | |||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
9/30/14 | Remaining | Exercise | 9/30/14 | Remaining | Exercise | 9/30/14 | Remaining | Exercise | |||||||||||||||||||||||||||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||||||||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||||||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||||||||||||||||||||||||||
836,961 | 7.6 | $ | 4.75 | 440,615 | 5.9 | $ | 2.29 | 440,615 | 5.9 | $ | 2.29 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (Heat Biologics I, Inc. [Member]) | Sep. 30, 2014 | Dec. 31, 2013 |
Heat Biologics I, Inc. [Member] | ' | ' |
Noncontrolling Interest [Line Items] | ' | ' |
Ownership interest in subsidiary | 92.50% | 92.50% |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Narrative) (Details) | Dec. 31, 2013 | Sep. 30, 2014 |
Warrant [Member] | ||
Fair Value of Financial Instruments [Abstract] | ' | ' |
Number of shares of common stock issuable through warrants | 20,549 | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Dividend yield | ' | 0.00% |
Expected volatility | ' | 100.00% |
Risk-free interest rate | ' | 2.23% |
Expected lives | ' | '10 years |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Schedule of Change in Fair Value of the Level III Stock Warrants Liability) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Fair value of stock warrant liability, beginning | $122,590 |
Fair value of stock warrant liability at issuance | 323,021 |
Change in fair value during the period | 7,263 |
Cashless exercises during the period | -452,874 |
Fair value of stock warrant liability, ending | ' |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments (Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock warrants liability | ' | ($122,590) |
Total Liabilities measured at fair value | ' | -122,590 |
Identical Assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Stock warrants 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 warrants 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 warrants liability | ' | -122,590 |
Total Liabilities measured at fair value | ' | ($122,590) |
Investments_Schedule_of_HeldTo
Investments (Schedule of Held-To-Maturity Investments) (Details) (Certificates of deposit, commercial paper [Member], USD $) | Sep. 30, 2014 |
Certificates of deposit, commercial paper [Member] | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' |
Amortized Cost | $12,115,118 |
Gross Unrealized (Losses) | -3,704 |
Estimated Fair Value | 12,111,414 |
Less than 1 year | 12,115,118 |
Total | $12,115,118 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Total | $515,757 | ' | $515,757 | ' | $63,312 |
Accumulated depreciation | -51,409 | ' | -51,409 | ' | -9,559 |
Property and equipment, net | 464,348 | ' | 464,348 | ' | 53,753 |
Depreciation expense | 22,952 | 1,229 | 41,850 | 2,877 | ' |
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 | 47,682 | ' | 47,682 | ' | 10,780 |
Computers [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Total | 20,652 | ' | 20,652 | ' | 13,175 |
Lab equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Total | $447,423 | ' | $447,423 | ' | $39,357 |
Accrued_Expenses_and_other_pay2
Accrued Expenses and other payables (Schedule of Accrued Expenses) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accrued Expenses and other payables [Abstract] | ' | ' |
Accrued compensation and related benefits | $190,987 | $356,588 |
Accrued patent fees | 35,000 | 40,000 |
Accrued rent | 41,050 | ' |
Accrued professional fees | 179,125 | 106,462 |
Accrued expenses | $446,162 | $503,050 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share (Schedule of Reconciliation of Net Loss Applicable to Common Shareholders) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net Loss Per Share [Abstract] | ' | ' | ' | ' |
Net loss | ($3,127,269) | ($2,029,192) | ($8,508,592) | ($4,491,868) |
Net loss: Non-controlling interest | -126,865 | -61,750 | -330,675 | -139,796 |
Beneficial conversion charge | ' | ' | ' | -2,300,000 |
Preferred Stock Dividend | ' | -361,668 | ' | -361,668 |
Net loss attributable to common stockholders | ($3,000,404) | ($2,329,110) | ($8,177,917) | ($7,013,740) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 6,469,272 | 4,835,582 | 6,445,129 | 2,863,310 |
Net loss per share applicable to common stockholders - basic and diluted | ($0.46) | ($0.48) | ($1.27) | ($2.45) |
Net_Loss_Per_Share_Schedule_of1
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Outstanding stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | 836,961 | 575,762 |
Common stock warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | 17,392 | 53,159 |
Underwriters warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities | 125,000 | ' |
Net_Loss_Per_Share_Narrative_D
Net Loss Per Share (Narrative) (Details) (USD $) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |
31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Sep. 30, 2014 | Feb. 28, 2014 | Sep. 30, 2014 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Warrant [Member] | ||
Equity Issuance [Line Items] | ' | ' | ' | ' | ' | ' |
Cashless exercise of warrants, shares | ' | 14,318 | 8,065 | 40,047 | ' | ' |
Warrants exercised, shares | ' | ' | ' | ' | 15,218 | ' |
Common stock, price per share | ' | ' | ' | $12.50 | ' | ' |
Warrant term | ' | ' | ' | ' | ' | '10 years |
Warrant expiration date | ' | ' | ' | ' | ' | 29-Jul-23 |
Reverse Stock Split, Conversion Ratio | 0.4348 | ' | ' | ' | ' | ' |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Granted | ' | ' | 315,379 | ' | ' |
Common shares available for grant | 261,371 | ' | 261,371 | ' | ' |
Shares outstanding | 836,961 | ' | 836,961 | ' | 633,482 |
Stock based compensation | $224,586 | $26,793 | $722,358 | $377,388 | ' |
Number of shares of common stock issuable through warrants | ' | ' | ' | ' | 20,549 |
2014 Stock Option Plan [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares authorized to grant | 500,000 | ' | 500,000 | ' | ' |
Expiration term | ' | ' | '10 years | ' | ' |
Granted | ' | ' | 263,415 | ' | ' |
Common shares available for grant | 255,751 | ' | 255,751 | ' | ' |
Shares outstanding | 244,249 | ' | 244,249 | ' | ' |
2009 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares authorized to grant | 869,565 | ' | 869,565 | ' | ' |
Granted | ' | ' | 960,176 | ' | ' |
Common shares available for grant | 5,620 | ' | 5,620 | ' | ' |
Shares outstanding | 592,712 | ' | 592,712 | ' | ' |
2009 and 2014 Plans [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Granted | ' | ' | 1,223,591 | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Shares | ' |
Outstanding, beginning balance | 633,482 |
Granted | 315,379 |
Exercised | -67,794 |
Forfeited | -44,106 |
Outstanding, ending balance | 836,961 |
Weighted Average Exercise Price | ' |
Outstanding, beginning balance | $3.36 |
Granted | $6.45 |
Exercised | $0.69 |
Forfeited | $3.19 |
Outstanding, ending balance | $4.75 |
Weighted average grant-date fair value of stock options granted | $4.42 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | '7 years 7 months 6 days |
Options Exercisable, shares | 440,615 |
Options Exercisable, Weighted Average Remaining Contractual Life (Years) | '5 years 10 months 24 days |
Options Exercisable, Weighted Average Exercise Price | $2.29 |
Options Vested and expected to vest, shares | 440,615 |
Options Vested and expected to vest, Weighted Average Remaining Contractual Life (Years) | '5 years 10 months 24 days |
Options Vested and expected, Weighted Average Exercise Price | $2.29 |
Unrecognized compensation expense related to stock options | $2,964,247 |
Weighted average recognition period | '14 months 18 days |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule of Stock Option Valuation Assumptions) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Dividend yield | 0.00% |
Expected volatility | 108.20% |
Risk-free interest rate | 2.15% |
Expected lives (years) | '5 years 10 months 24 days |
Financing_Preferred_Stock_Deta
Financing (Preferred Stock) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||
Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | |
Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 |
Preferred stock dividends | ' | ' | ' | ' | 361,668 | ' | 361,668 | ' | ' |
Initial public offering price | $1,000,000 | $1,000,000 | $25,000,000 | ' | $27,000,000 | ' | $25,110,000 | $361,668 | ' |
Issuance of preferred stock, shares | 100,000 | 100,000 | 2,500,000 | ' | 36,167 | ' | ' | ' | 1,891,419 |
Financing_Initial_Public_Offer
Financing (Initial Public Offering) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Common shares issued during initial public offering, shares | 100,000 | 100,000 | 2,500,000 | 36,167 | ' | ' |
Common shares issued during initial public offering | $930,000 | $930,000 | $22,400,000 | $24,300,000 | ' | ' |
Stock issued, price per share | $10 | $10 | $10 | ' | ' | ' |
Gross proceeds from stock issuance, initial public offering | $1,000,000 | $1,000,000 | $25,000,000 | $27,000,000 | ' | $25,110,000 |
Common stock issued for conversion of preferred stock | ' | ' | ' | 1,696,683 | ' | ' |
Debt_Square_1_Bank_Loan_Detail
Debt (Square 1 Bank Loan) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 |
Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | Secured Loan - Square 1 Bank [Member] | ||
Common Stock [Member] | Maximum [Member] | Tranche 1 Loan [Member] | Tranche 2 Loan [Member] | Tranche 3 Loan [Member] | Tranche 4 Loan [Member] | ||||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | $7,500,000 | $1,500,000 | $1,500,000 | $2,250,000 | $2,250,000 |
Debt instrument, amount outstanding | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, minimum interest rate | ' | 3.05% | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maximum interest rate | ' | 6.30% | ' | ' | ' | ' | ' | ' | ' |
Repayment of principal made during period | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid during period | ' | $8,138 | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | $4.27 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issuable through warrants | 20,549 | ' | 52,695 | ' | ' | ' | ' | ' | ' |
Number of shares issued from cashless exercise of warrant | ' | ' | ' | 17,664 | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2014 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Maximum aggregate offering price, base prospectus | $50 |
Maximum aggregate offering price, sales agreement prospectus | $10 |
Fixed commission rate | 3.00% |