Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | ||
Entity Central Index Key | 1476963 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 8,394,456 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $24,626,449 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and cash equivalents | $3,714,304 | $4,566,992 |
Investments, held to maturity (net) | 10,698,982 | 17,297,165 |
Prepaid expenses and other current assets | 863,227 | 1,066,638 |
Total Current Assets | 15,276,513 | 22,930,795 |
Property and Equipment, net | 445,534 | 53,753 |
Other Assets | ||
Restricted cash | 101,129 | 1,252 |
Deposits | 19,798 | 9,320 |
Related party receivable | 48,642 | 24,946 |
Deferred financing costs, net | 24,554 | |
Total Other Assets | 194,123 | 35,518 |
Total Assets | 15,916,170 | 23,020,066 |
Current Liabilities | ||
Accounts payable | 1,367,426 | 651,917 |
Accrued expenses and other payables | 805,968 | 503,050 |
Accrued interest | 25,364 | |
Current portion of long term debt | 397,465 | |
Total Current Liabilities | 2,570,859 | 1,180,331 |
Long Term Liabilities | ||
Long term debt, net of discount and current portion | 2,314,124 | |
Stock warrants liability | 122,590 | |
Total Liabilities | 4,884,983 | 1,302,921 |
Commitments and Contingencies - see Note 15 | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 50,000,000 shares authorized, 6,492,622 and 6,375,426 issued and outstanding at December 31, 2014 and 2013, respectively | 982 | 961 |
Additional paid in capital | 35,894,823 | 34,337,591 |
Accumulated deficit | -24,135,447 | -12,346,630 |
Total Stockholders' Equity - Less Non-Controlling Interest | 11,760,358 | 21,991,922 |
Non-Controlling Interest | -729,171 | -274,777 |
Total Stockholders' Equity | 11,031,187 | 21,717,145 |
Total Liabilities and Stockholders' Equity | $15,916,170 | $23,020,066 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 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 | 6,492,622 | 6,375,426 |
Common stock, shares outstanding | 6,492,622 | 6,375,426 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Research and development | $2,861,231 | $2,737,688 |
Clinical and regulatory | 5,348,091 | 1,397,157 |
General and administrative | 3,977,605 | 2,429,796 |
Total operating expenses | 12,186,927 | 6,564,641 |
Loss from operations | -12,186,927 | -6,564,641 |
Interest income | 40,570 | 10,068 |
Other (expense) income | -23,500 | 23,828 |
Interest expense | -73,354 | -79,119 |
Total non-operating income (expense) | -56,284 | -45,223 |
Net loss | -12,243,211 | -6,609,864 |
Net loss - non-controlling interest | -454,394 | -198,516 |
Beneficial conversion charge | -2,300,000 | |
Preferred stock dividend | -361,668 | |
Net loss attributable to common stockholders | ($11,788,817) | ($9,073,016) |
Net loss per share attributable to common stockholders-basic and diluted | ($1.83) | ($2.42) |
Weighted number of common shares used in net loss attributable to common stockholders - basic and diluted | 6,454,866 | 3,747,357 |
Consolidated_Statement_of_Stoc
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, 2012 | ($1,515,109) | $11 | $186 | $405 | $4,495,832 | ($5,935,282) | ($76,261) | |
Preferred Stock Issued | 5,050,090 | 189 | 5,049,901 | |||||
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 | ||||||
Common Stock Issued | 25,110,540 | 540 | 25,110,000 | |||||
Exercise of stock options | 54,042 | 16 | 54,026 | |||||
Common Stock Issued: Vesting of restricted stock | ||||||||
Common Stock Issued: Preferred Stock Dividend | ||||||||
Stock based compensation | 571,924 | 571,924 | ||||||
Stock issuance costs | -944,478 | -944,478 | ||||||
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 | |||
Exercise of stock options | 37,936 | 13 | 37,923 | |||||
Cashless exercise of options | ||||||||
Cashless exercise of warrants | 452,874 | 8 | 452,866 | |||||
Stock based compensation | 1,066,443 | 1,066,443 | ||||||
Net loss | -12,243,211 | -11,788,817 | -454,394 | |||||
Balance at Dec. 31, 2014 | $11,031,187 | $982 | $35,894,823 | ($24,135,447) | ($729,171) |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders Equity (Parenthetical) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Jul. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 25, 2013 | |
Equity Issuance [Line Items] | |||||
Common Stock Issued, shares | 2,500,000 | ||||
Common Stock [Member] | |||||
Equity Issuance [Line Items] | |||||
Common Stock Issued, shares | 2,700,000 | ||||
Exercise of stock options, shares | 66,707 | 80,706 | |||
Common Stock Issued: Vesting of restricted stock, shares | 2,899 | ||||
Cashless exercise of options, shares | 10,442 | ||||
Cashless exercise of warrants, shares | 40,047 | ||||
Preferred Stock [Member] | |||||
Equity Issuance [Line Items] | |||||
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 | ||||
Common Stock Issued: Preferred Stock Dividend, shares | 36,167 | ||||
Series B Preferred Stock [Member] | |||||
Equity Issuance [Line Items] | |||||
Preferred Stock Issued, shares | 1,891,419 | ||||
Share Price | $2.67 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | ||
Net loss | ($12,243,211) | ($6,609,864) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 66,895 | 6,348 |
Amortization of debt issuance costs | 37,556 | 28,229 |
Amortization of bond premium | 173,204 | 50,781 |
Re-measurement of fair value of stock warrant liability | 7,263 | 30,440 |
Stock based compensation | 1,066,443 | 571,924 |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Related party receivable | -23,696 | -15,375 |
Prepaid expenses and other current assets | 203,411 | -1,008,202 |
Restricted cash | -99,877 | 24,962 |
Deposits | -10,478 | |
Accounts payable | 715,509 | 146,446 |
Accrued expenses and other payables | 302,918 | 373,842 |
Accrued interest | -25,364 | 11,601 |
Net Cash Used by Operating Activities | -9,829,427 | -6,388,868 |
Cash Flows from Investing Activities | ||
Proceeds from maturities of short-term investments | 18,623,826 | |
Purchases of short term investments | -12,198,847 | -17,347,946 |
Purchase of property and equipment | -458,676 | -49,319 |
Net Cash Provided by (Used in) Investing Activities | 5,966,303 | -17,397,265 |
Cash Flows from Financing Activities | ||
Proceeds from initial public offering, net of underwriting discounts | 25,110,000 | |
Proceeds from long term debt, net | 2,972,500 | |
Borrowings on notes payable | 200,000 | |
Payments on notes payable | -925,000 | |
Issuance of convertible notes payable, net of issuance costs | -197,099 | |
Issuance of common stock | 540 | |
Proceeds from the exercise of stock options | 37,936 | 54,042 |
Stock issuance costs | -944,478 | |
Net Cash Provided by Financing Activities | 3,010,436 | 28,348,095 |
Net (Decrease) Increase in Cash and Cash Equivalents | -852,688 | 4,561,962 |
Cash and Cash Equivalents - Beginning of Period | 4,566,992 | 5,030 |
Cash and Cash Equivalents - End of Period | 3,714,304 | 4,566,992 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | 32,025 | 60,922 |
Supplemental Schedule of Noncash Investing and Financing Activities | ||
Beneficial conversion charge | 2,300,000 | |
Non-cash conversion of preferred stock into common stock | 386 | |
Preferred conversion of preferred stock into common stock | 361,668 | |
Cashless exercise of stock warrants | 452,874 | |
Issuance of warrants | 323,021 | |
Series B-1 Preferred Stock [Member] | ||
Cash Flows from Financing Activities | ||
Issuance of preferred stock | $5,050,090 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
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. In May 2014, Heat moved its headquarters and established a lab facility in Durham, North Carolina. | |
Heat owns 92.5% interest in its subsidiary, Heat Biologics I, Inc. On May 30, 2012, Heat formed two-wholly owned subsidiaries, Heat Biologics III, Inc. (“Heat III”) and Heat Biologics, IV, Inc. (“Heat IV”). Heat formed Heat Biologics GmbH (Heat GmbH), a wholly-owned limited liability company, organized in Germany on September 11, 2012. Heat also formed Heat Biologics Australia Pty LTD, a wholly-owned proprietary company, registered in Australia on March 14, 2014. | |
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, 2014 | |||||||||||||||||
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”). | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements 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, 2014 and 2013, 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 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. | |||||||||||||||||
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 $101,129 and $1,252 at December 31, 2014 and 2013, 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 $100,000 cash balance to be maintained with the lending bank to secure the Company credit card during 2014. | |||||||||||||||||
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. As of December 31, 2014 and 2013, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2014 was $3,704,026. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. | |||||||||||||||||
Deferred Financing Costs, net | |||||||||||||||||
Deferred financing costs, net include the costs incurred to obtain financing and are amortized using the straight-line method, which approximates the effective interest method, over the life of the related debt. Deferred financing costs, net 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 five years for lab equipment and computer equipment, and seven years for furniture and fixtures. | |||||||||||||||||
Stock Warrants Liability | |||||||||||||||||
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 warrants was calculated using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 2.23-2.46 | % | 2.75 | % | |||||||||||||
Expected volatility | 73.0-100 | % | 71.6-71.9 | % | |||||||||||||
Expected life (years) | 7.8-10 | 7.96-8.6 | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
The Company had no stock warrant liability as of December 31, 2014. | |||||||||||||||||
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 stockholders for convertible preferred stock instruments that are convertible by the stockholders 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 debt approximates fair value because the interest rate under the obligation approximates 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, 2014 and 2013. | |||||||||||||||||
The change in the fair value of the Level III warrants liability is summarized below: | |||||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | |||||||||||||||
Change in fair value during the period | 30,440 | ||||||||||||||||
Fair value at December 31, 2013 | 122,590 | ||||||||||||||||
Issuance of new warrants | 323,021 | ||||||||||||||||
Change in fair value during the period | 7,263 | ||||||||||||||||
Cashless exercise during the period | (452,874 | ) | |||||||||||||||
Fair value at December 31, 2014 | $ | — | |||||||||||||||
There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014. The liabilities measured at fair value on a recurring basis as of December 31, 2013 are 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 | ) | |||||||
Marketing | |||||||||||||||||
Marketing costs are expensed as incurred. Marketing expense totaled $135,372 and $135,366 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
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, 2014 and 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 consolidated statements of operations. As of December 31, 2014 and 2013, 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, 2014 and 2013 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, for the years ended December 31, 2014 and 2013. | |||||||||||||||||
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 intellectual property 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. | |||||||||||||||||
Impact of recently issued Accounting Standards: | |||||||||||||||||
In July 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Current U.S. GAAP requires a development stage entity to present the same basic financial statements and apply the same recognition and measurement rules as established companies. In addition, U.S. GAAP requires a development stage entity to present inception-to-date information about income statement line items, cash flows, and equity transactions. For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not yet been issued or made available for issuance. The Company has elected to adopt the guidance as of June 30, 2014. The adoption did not impact the Company's financial position or results 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. | |||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, Income Statement - Extraordinary and Unusual Items. ASU 2015-01 will eliminate from U.S. GAAP the concept of extraordinary items and will no longer require an entity to separately classify, present, and disclose extraordinary events and transactions. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements or related footnote disclosures. | |||||||||||||||||
Investments
Investments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments [Abstract] | |||||||||||||
Investments | 3. | ||||||||||||
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, 2014 and 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 summarizes information about short term investments at December 31, 2014 and 2013, respectively: | |||||||||||||
Amortized | Gross | Estimated | |||||||||||
Cost | Unrealized | Fair Value | |||||||||||
Losses | |||||||||||||
2014 | |||||||||||||
Certificates of deposit, commercial paper | $ | 10,698,982 | $ | 2,209 | $ | 10,696,773 | |||||||
2013 | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 16,493 | $ | 17,280,672 | |||||||
As of December 31, 2014 and 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, 2014 and 2013, respectively were as follows: | |||||||||||||
Less than | Total | ||||||||||||
1 Year | |||||||||||||
2014 | |||||||||||||
Certificates of deposit, commercial paper | $ | 10,698,982 | $ | 10,698,982 | |||||||||
2013 | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 17,297,165 |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Property and Equipment | 4 | ||||||||
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 at: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 50,391 | $ | 10,780 | |||||
Computers | 24,174 | 13,175 | |||||||
Lab equipment | 447,423 | 39,357 | |||||||
Total | 521,988 | 63,312 | |||||||
Accumulated depreciation | (76,454 | ) | (9,559 | ) | |||||
Property and equipment, net | $ | 445,534 | $ | 53,753 | |||||
Depreciation expense totaled $66,895 and $6,348 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | |||||||||
Accrued Expenses | 5 | ||||||||
Accrued Expenses | |||||||||
Accrued expenses consist of the following at: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Compensation and related benefits | $ | 519,092 | $ | 356,588 | |||||
Patent fees | 40,000 | 40,000 | |||||||
Deferred Rent | 51,155 | — | |||||||
Accrued clinical trial expense | 195,721 | 106,462 | |||||||
$ | 805,968 | $ | 503,050 |
Debt_Issuance_Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2014 | |
Debt Issuance Costs [Abstract] | |
Debt Issuance Costs | 6 |
Debt Issuance Costs | |
During 2014 the Company recorded $323,021 to debt discount for the initial fair value of the warrant to purchase common stock and $27,500 to deferred financing costs related to third party fees paid in connection to the Square 1 Bank loan, which are amortized over the 42 months term of the loan. | |
Total amortization expense for the debt issuance costs was $37,556 and $28,229 during fiscal year 2014 and 2013, respectively. | |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | 7 |
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. The note payable balance of $197,099 was paid off in July 2013 and terminated. | |
Notes_Payable
Notes Payable | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes Payable [Abstract] | |||||
Notes Payable | 8 | ||||
Notes Payable | |||||
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. 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. 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 Non-Formula Line. It was the intention of both the investor and the Company that the Non-Formula 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 Non-Formula Line. The payoff of the Non-Formula Line would release the investor of its obligation to the bank. The Company borrowed $200,000 on the Non-Formula 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 7,609 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. In February 2014, all 7,609 warrants were exercised in cashless transactions that resulted in the issuance of 3,072 shares of common stock. | |||||
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 December 31, 2014, the Company had drawn down $1,500,000 each under the Tranche 1 Loan and Tranche 2 Loan, totaling $3,000,000. | |||||
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 was payable as interest-only until December 31, 2014, upon which the Company drew down the Tranche 2 Loan, extending the interest-only until June 30, 2015. The Tranche 1 Loan 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 December 31, 2014, the Company has made $0 in principal payments and $24,150 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 consolidated balance sheets. | |||||
As of December 31, 2014 future principal payments under the Company's notes payable agreement are as follows: | |||||
Years ending December 31, | |||||
2015 | $ | 397,465 | |||
2016 | 1,223,502 | ||||
2017 | 1,223,502 | ||||
2018 | 155,531 | ||||
Total | $ | 3,000,000 | |||
License_Agreements
License Agreements | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
License Agreements [Abstract] | |||||
License Agreements | 9 | ||||
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 97-14 to its subsidiary, Heat I. All previous stock ownership and rights of the University to participate in future stock offerings by Heat were mutually terminated. Heat I agreed to issue the University 5% of the 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's issued and outstanding common stock. The Company agreed to make minimum royalty payments of $10,000 for three years beginning 2010 due on the anniversary date of the agreement. Beginning in 2013, and thereafter for the life of the agreement, the minimum royalty payment shall be $20,000 due on the same date. A milestone payment is due no later than May 2017 of $250,000 for License Agreement 97-14. | |||||
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. | |||||
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. | |||||
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. | |||||
On September 23, 2014, Heat entered into an exclusive license agreement for a multiple myeloma cell line with Professor Kenneth Nilsson in Sweden. In consideration of the commercial license, Heat agreed to pay an up-front license fee of $5,000 and are obligated to pay an annual maintenance fee of $3,000 each year until the first commercial sale of a licensed product at which time the annual maintenance fee increases to $30,000. Milestone payments are due upon certain events agreed upon by Heat and Professor Kenneth Nilsson. | |||||
In addition, Heat entered into an agreement with the University of Miami in September 2014 for a cancer cell line where the University agreed not to license the cell line to third parties while we are in good standing and in compliance of our patent license agreements with the University relating to our ImPACT™ platform. There are no financial obligation on our part under the arrangement. | |||||
Future minimum royalty payments as of December 31, 2014 are as follows: | |||||
Year ended December 31, | |||||
2015 | $ | 33,000 | |||
2016 | 33,000 | ||||
2017 | 283,000 | ||||
2018 | 33,000 | ||||
2019 | 33,000 | ||||
Thereafter | 99,000 | ||||
Total | $ | 514,000 |
Stock_Warrants_Liability
Stock Warrants Liability | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock Warrants Liability [Abstract] | |||||||||||||||||
Stock Warrants Liability | 10 | ||||||||||||||||
Stock Warrants Liability | |||||||||||||||||
The summary of stock warrants liability activity for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Warrants | Average | Average | Average | ||||||||||||||
Exercise | Remaining | Fair Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (in years) | |||||||||||||||||
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 | |||||||||||
Granted | 52,695 | $ | 4.27 | 10 | $ | 6.13 | |||||||||||
Exercised | (73,244 | ) | $ | 4.43 | 9.5 | $ | 6.08 | ||||||||||
Expired/cancelled | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
The aggregate intrinsic value of the stock warrants in the table above is $0 and $46,646 at December 31, 2014 and 2013, 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, 2014 | |||||||||||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||||||||||
Stockholders' Equity | 11 | ||||||||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||||||||
Authorized Capital | |||||||||||||||||||||||||
Heat has authorized 2,000,000 shares of Series A Preferred Stock (par value $0.0001) as of December 31, 2014 and 2013. No Series A Preferred Stock was outstanding at December 31, 2013 and 2014. 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. 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. As of December 31, 2014 and 2013 there were no outstanding shares of Preferred Stock. | |||||||||||||||||||||||||
Heat had 50,000,000 shares of common stock (par value $0.0002) authorized as of December 31, 2014 and 2013. Of the 50,000,000 common stock shares, 6,492,622 and 6,375,426 were issued and outstanding as of December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||
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; and (iii) 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 A Preferred Stock was its Original Issue Price ($2.10 for each share of the Series A Preferred Stock) 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 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 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 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 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 and B Preferred Stock the dividends that would have been declared with respect to common stock issuable upon conversion of the Series A 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 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 an amount per share equal to $4.83 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. | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
As of December 31, 2014 and 2013, all restricted stock has vested and accordingly all stock-based compensation expense related to vested restricted stock has been recognized. | |||||||||||||||||||||||||
Common Stock Warrants | |||||||||||||||||||||||||
In December 2011 and August 2012, the Company issued 20,549 warrants to lenders that were originally exercisable into Series A Preferred stock. The warrants had an expiration period of 10 years and converted from preferred stock warrants into warrants to purchase common stock at an exercise price of $4.83 per share upon the completion of the initial public offering in July 2013. In January and February 2014, all 20,549 warrants were exercised in cashless transactions that resulted in the issuance of 8,065 shares of common stock. | |||||||||||||||||||||||||
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 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 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 five-year life and expire on July 23, 2018. 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 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 September 2014, the warrants were exercised via a cashless exercise into 17,664 shares of the Company's common stock. | |||||||||||||||||||||||||
The following table summarizes the activity of the Company's common stock warrants, retroactively adjusted for the 1-for-2.3 reverse stock split. | |||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||
Outstanding, December 31, 2012 | 53,159 | ||||||||||||||||||||||||
Granted to underwriters | 125,000 | ||||||||||||||||||||||||
Exercised | — | ||||||||||||||||||||||||
Expired | — | ||||||||||||||||||||||||
Outstanding, December 31, 2013 | 178,159 | ||||||||||||||||||||||||
Granted to lenders | 52,695 | ||||||||||||||||||||||||
Exercised | (88,462 | ) | |||||||||||||||||||||||
Expired | — | ||||||||||||||||||||||||
Outstanding, December 31, 2014 | 142,392 | ||||||||||||||||||||||||
The weighted average exercise price of 142,392 outstanding warrants as of December 31, 2014 is $11.03. | |||||||||||||||||||||||||
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 217,391 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 217,391 to 652,174. The Company amended the 2009 Plan to increase the number of shares available for issuance to 869,565. As of December 31, 2014 and 2013, there were 581,842 and 633,482 stock options outstanding under the 2009 Plan, respectively. | |||||||||||||||||||||||||
2014 Stock Incentive Plan | |||||||||||||||||||||||||
In June 2014, the stockholders 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. | |||||||||||||||||||||||||
The 2014 Plan supplements the Company's 2009 Stock Incentive Plan (the “2009 Plan”) under which the Company is authorized to grant 500,000 awards in the form of options, restricted stock, restricted stock units and other stock based awards. As of December 31, 2014, there were 436,748 stock options outstanding under the 2014 Plan. | |||||||||||||||||||||||||
As of December 31, 2014, awards for 1,416,091 shares of common stock have been granted and 115,398 shares had been forfeited under the 2009 and 2014 Plans (“the Plans), of which 1,018,590 are outstanding, leaving 68,872 shares of common stock remaining available for grant under the Plans. The following table summarizes the components of the Company's stock-based compensation included in net loss: | |||||||||||||||||||||||||
For the years ended | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Employee stock options | $ | 570,760 | $ | 131,178 | |||||||||||||||||||||
Non-employee stock options | 495,683 | 415,212 | |||||||||||||||||||||||
Restricted stock awards | — | 25,534 | |||||||||||||||||||||||
$ | 1,066,443 | $ | 571,924 | ||||||||||||||||||||||
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, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||
Expected volatility | 107-110 | % | 90-112 | % | |||||||||||||||||||||
Risk-free interest rate | 2.06-2.23 | % | 1.39-2.26 | % | |||||||||||||||||||||
Expected lives (years) | 5.9-6.5 | 5.75-6.5 | |||||||||||||||||||||||
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 estimate the expected term. 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 $1,066,443 and $571,924 in stock-based compensation expense for the years ended December 31, 2014 and 2013, respectively for the Company's stock option awards. | |||||||||||||||||||||||||
The following tables summarize the stock option activity for the years ended December 31, 2013 and 2014: | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Outstanding, December 31, 2012 | 590,047 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Exercised | (80,706 | ) | $ | 0.67 | |||||||||||||||||||||
Forfeited | (62,595 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||
Granted | 507,879 | $ | 6.3 | ||||||||||||||||||||||
Exercised | (78,664 | ) | $ | 0.6 | |||||||||||||||||||||
Forfeited | (44,107 | ) | $ | 3.19 | |||||||||||||||||||||
Outstanding, December 31, 2014 | 1,018,590 | $ | 5.04 | ||||||||||||||||||||||
The weighted average grant-date fair value of stock options granted during the years ended December 31, 2014 and 2013 was $5.66 and $8.51, respectively. | |||||||||||||||||||||||||
The total fair value of stock options that vested during the year ended December 31, 2014 was approximately $1,704,121. | |||||||||||||||||||||||||
The following table summarizes information about stock options outstanding at December 31, 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 | |||||||||||||||||
12/31/14 | Remaining | Exercise | 12/31/14 | Remaining | Exercise | 12/31/14 | Remaining | Exercise | |||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||
1,018,590 | 7.81 | $5.04 | 473,696 | 5.99 | $2.67 | 473,696 | 5.99 | $2.67 | |||||||||||||||||
As of December 31, 2014, the unrecognized stock-based compensation expense related to unvested stock options was approximately $3,872,221 that is expected to be recognized over a weighted average period of approximately 14.9 months. | |||||||||||||||||||||||||
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax [Abstract] | |||||||||
Income Tax | 12 | ||||||||
Income Tax | |||||||||
The components of income tax expense (benefit) attributable to continuing operations are as follows: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
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: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Federal income tax expense at statutory rate | $ | (4,162,691 | ) | $ | (2,247,353 | ) | |||
State and local income taxes, net of federal benefit | (344,247 | ) | (186,475 | ) | |||||
Non-deductible expenses | 239,213 | 4,985 | |||||||
Prior-period true-up | (161,018 | ) | 162,061 | ||||||
Research & development credit | (454,031 | ) | (180,687 | ) | |||||
Change in tax rate | — | 32,774 | |||||||
Stock based compensation | 135,008 | — | |||||||
Increase in valuation allowance | 4,747,766 | 2,414,695 | |||||||
$ | — | $ | — | ||||||
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, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 8,141,857 | $ | 4,167,785 | |||||
Research & development credit | 961,445 | 424,739 | |||||||
Other | 484,954 | 247,966 | |||||||
Valuation allowance | (9,588,256 | ) | (4,840,490 | ) | |||||
Deferred income taxes | $ | — | $ | — | |||||
During 2014, the Company's valuation allowance increased by $4,747,766. This increase was primarily due to the generation of additional net operating loss carryforwards and income tax credits. | |||||||||
The Company has approximately $42,039,675 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, 2014 and 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, 2014 and 2013, 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 2013. | |||||||||
Related_Party
Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Related Party [Abstract] | |
Related Party | 13 |
Related Party | |
A member of the Company's management was paid $28,000 and $34,480 in consulting fees for the years ended December 31, 2014 and 2013, respectively. | |
The Company compensates its board members. Board members received between $32,000 and $37,000 and between $5,000 and $10,870 for services rendered during 2014 and 2013, respectively. Board members were not compensated prior to the Company's initial public offering in 2013. | |
The Company had a related party payable balance of $26,750 and $13,000 as of December 31, 2014 and 2013, respectively. | |
The Company had a related party receivable balance of $48,642 and $24,946 as of December 31, 2014 and 2013, respectively. | |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Net Loss Per Share [Abstract] | |||||||||
Net Loss Per Share | 14 | ||||||||
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 and warrants that are computed using the treasury stock method. | |||||||||
For the years ended December 31, 2014 and 2013, all of the Company's common stock options and 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 stockholders: | |||||||||
For the years ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (12,243,211 | ) | $ | (6,609,864 | ) | |||
Net loss: Non-controlling interest | (454,394 | ) | (198,516 | ) | |||||
Beneficial conversion charge | — | (2,300,000 | ) | ||||||
Preferred Stock Dividend | — | (361,668 | ) | ||||||
Net loss applicable to common stockholders | $ | (11,788,817 | ) | $ | (9,073,016 | ) | |||
Weighted-average number of common shares used in net loss per share applicable to common stockholders—basic and diluted | 6,454,866 | 3,747,357 | |||||||
Net loss per share applicable to common stockholders—basic and diluted | $ | (1.83 | ) | $ | (2.42 | ) | |||
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect): | |||||||||
For the years ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Outstanding stock options | 1,018,590 | 633,482 | |||||||
Common stock warrants | 142,392 | 178,159 | |||||||
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. | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 15 | ||||
Commitments and Contingencies | |||||
On January 24, 2014 the Company entered into a five year lease for 5,303 square feet of office and laboratory space for monthly rent of $10,341 exclusive of payments required for maintenance of common areas and utilities. On September 30, 2014 the lease was amended to expand the premises by an additional 676 square feet for a total of 5,979 square feet for a monthly rent of $11,638. Based on the Company's current operational plans, the Company believes that such facilities are adequate for operations for the near future. Prior to January 2014, the Company leased approximately 2,111 square feet of office space for monthly rent of $4,046. Rent expense was $100,973 and $48,377, for the years ended December 31, 2014 and 2013, respectively. The Company's approximate future minimum payments for its operating lease obligations that have initial remaining non-cancelable terms in excess of one year are as follows: | |||||
Years ending December 31, | |||||
2015 | $ | 192,833 | |||
2016 | 218,271 | ||||
2017 | 224,282 | ||||
2018 | 231,010 | ||||
2019 | 194,401 | ||||
Total | $ | 1,060,797 |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16 |
Subsequent Events | |
Departure of Certain Officers and Appointment of Certain Officers | |
On March 9, 2015 the Company entered into a Severance Agreement (the “Severance Agreement”) with Matthew Czajkowski, the Company's Chief Financial Officer effective March 15, 2015. The complete terms of the Severance Agreement is filed as Exhibit 10.1 to Form 8-K filed March 11, 2015. Mr. Czajkowski has the ability to exercise all stock options issued to him that vested prior to the date of resignation at any time prior to the ten year anniversary of the date of grant and any unvested options at the time of resignation were immediately vested and are exercisable for 90 days after March 15, 2015. | |
On March 9, 2015, the Company entered into a consulting agreement (the “Consulting Agreement”) with Danforth Advisors, LLC (“Danforth”), pursuant to which Danforth will provide finance, accounting and administrative functions, including interim chief financial officer services to be provided by Mr. Stephen J. DiPalma. The Company will pay Danforth an agreed upon hourly rate for such services and will reimburse Danforth for expenses. The Consulting Agreement will continue until December 31, 2015 and may be extended by mutual agreement of the parties. The Consulting Agreement may be terminated by the Company with cause immediately and without cause, upon 30 days written notice. | |
Public Offering | |
On March 10, 2015, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”), as representative of the several underwriters named therein (the “Underwriters”), providing for the offer and sale in a firm commitment underwritten public offering (the “Offering”) of 1,640,000 shares of the Company's common stock, and 246,000 additional shares of the common stock to cover over-allotments at an offering price of $6.50 per share. The net proceeds to the Company from the Offering were approximately $11.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The Underwriting Agreement Agreement is filed as Exhibit 1.1 to the Form 8-K filed March 12, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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”). | |||||||||||||||||
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”) 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, 2014 and 2013, 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 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. | |||||||||||||||||
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 $101,129 and $1,252 at December 31, 2014 and 2013, 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 $100,000 cash balance to be maintained with the lending bank to secure the Company credit card during 2014. | |||||||||||||||||
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. As of December 31, 2014 and 2013, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2014 was $3,704,026. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. | |||||||||||||||||
Deferred Financing Costs, net | Deferred Financing Costs, net | ||||||||||||||||
Deferred financing costs, net include the costs incurred to obtain financing and are amortized using the straight-line method, which approximates the effective interest method, over the life of the related debt. Deferred financing costs, net 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 five years for lab equipment and computer equipment, and seven years for furniture and fixtures. | |||||||||||||||||
Stock Warrants Liability | Stock Warrants Liability | ||||||||||||||||
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 warrants was calculated using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 2.23-2.46 | % | 2.75 | % | |||||||||||||
Expected volatility | 73.0-100 | % | 71.6-71.9 | % | |||||||||||||
Expected life (years) | 7.8-10 | 7.96-8.6 | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
The Company had no stock warrant liability as of December 31, 2014. | |||||||||||||||||
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 stockholders for convertible preferred stock instruments that are convertible by the stockholders 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 debt approximates fair value because the interest rate under the obligation approximates 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, 2014 and 2013. | |||||||||||||||||
The change in the fair value of the Level III warrants liability is summarized below: | |||||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | |||||||||||||||
Change in fair value during the period | 30,440 | ||||||||||||||||
Fair value at December 31, 2013 | 122,590 | ||||||||||||||||
Issuance of new warrants | 323,021 | ||||||||||||||||
Change in fair value during the period | 7,263 | ||||||||||||||||
Cashless exercise during the period | (452,874 | ) | |||||||||||||||
Fair value at December 31, 2014 | $ | — | |||||||||||||||
There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014. The liabilities measured at fair value on a recurring basis as of December 31, 2013 are 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 | ) | |||||||
Marketing | Marketing | ||||||||||||||||
Marketing costs are expensed as incurred. Marketing expense totaled $135,372 and $135,366 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
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, 2014 and 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 consolidated statements of operations. As of December 31, 2014 and 2013, 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, 2014 and 2013 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, for the years ended December 31, 2014 and 2013. | |||||||||||||||||
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 intellectual property 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. | |||||||||||||||||
Impact of recently issued Accounting Standards | Impact of recently issued Accounting Standards: | ||||||||||||||||
In July 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Current U.S. GAAP requires a development stage entity to present the same basic financial statements and apply the same recognition and measurement rules as established companies. In addition, U.S. GAAP requires a development stage entity to present inception-to-date information about income statement line items, cash flows, and equity transactions. For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not yet been issued or made available for issuance. The Company has elected to adopt the guidance as of June 30, 2014. The adoption did not impact the Company's financial position or results 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. | |||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, Income Statement - Extraordinary and Unusual Items. ASU 2015-01 will eliminate from U.S. GAAP the concept of extraordinary items and will no longer require an entity to separately classify, present, and disclose extraordinary events and transactions. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements or related footnote disclosures. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Significant Assumptions Used in Valuing Stock Warrants Liability | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 2.23-2.46 | % | 2.75 | % | |||||||||||||
Expected volatility | 73.0-100 | % | 71.6-71.9 | % | |||||||||||||
Expected life (years) | 7.8-10 | 7.96-8.6 | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Schedule of Change in Fair Value of Level III Warrants Liability | |||||||||||||||||
Fair value at December 31, 2012 | $ | 92,150 | |||||||||||||||
Change in fair value during the period | 30,440 | ||||||||||||||||
Fair value at December 31, 2013 | 122,590 | ||||||||||||||||
Issuance of new warrants | 323,021 | ||||||||||||||||
Change in fair value during the period | 7,263 | ||||||||||||||||
Cashless exercise during the period | (452,874 | ) | |||||||||||||||
Fair value at December 31, 2014 | $ | — | |||||||||||||||
Schedule of liabilities measured at fair value on a recurring basis | 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 | ) | |||||||
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments [Abstract] | |||||||||||||
Schedule of Held-To-Maturity Investments Estimated Fair Value of Investments | |||||||||||||
Amortized | Gross | Estimated | |||||||||||
Cost | Unrealized | Fair Value | |||||||||||
Losses | |||||||||||||
2014 | |||||||||||||
Certificates of deposit, commercial paper | $ | 10,698,982 | $ | 2,209 | $ | 10,696,773 | |||||||
2013 | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 16,493 | $ | 17,280,672 | |||||||
Schedule of Maturities of Held-To-Maturity Investments | |||||||||||||
Less than | Total | ||||||||||||
1 Year | |||||||||||||
2014 | |||||||||||||
Certificates of deposit, commercial paper | $ | 10,698,982 | $ | 10,698,982 | |||||||||
2013 | |||||||||||||
Certificates of deposit, commercial paper | $ | 17,297,165 | $ | 17,297,165 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 50,391 | $ | 10,780 | |||||
Computers | 24,174 | 13,175 | |||||||
Lab equipment | 447,423 | 39,357 | |||||||
Total | 521,988 | 63,312 | |||||||
Accumulated depreciation | (76,454 | ) | (9,559 | ) | |||||
Property and equipment, net | $ | 445,534 | $ | 53,753 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | |||||||||
Schedule of Accrued Expenses | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Compensation and related benefits | $ | 519,092 | $ | 356,588 | |||||
Patent fees | 40,000 | 40,000 | |||||||
Deferred Rent | 51,155 | — | |||||||
Accrued clinical trial expense | 195,721 | 106,462 | |||||||
$ | 805,968 | $ | 503,050 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes Payable [Abstract] | |||||
Schedule of future principal payments under notes payable agreement | |||||
Years ending December 31, | |||||
2015 | $ | 397,465 | |||
2016 | 1,223,502 | ||||
2017 | 1,223,502 | ||||
2018 | 155,531 | ||||
Total | $ | 3,000,000 |
License_Agreements_Tables
License Agreements (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
License Agreements [Abstract] | |||||
Schedule of Future Minimum Royalty Payments | |||||
Year ended December 31, | |||||
2015 | $ | 33,000 | |||
2016 | 33,000 | ||||
2017 | 283,000 | ||||
2018 | 33,000 | ||||
2019 | 33,000 | ||||
Thereafter | 99,000 | ||||
Total | $ | 514,000 |
Stock_Warrants_Liability_Table
Stock Warrants Liability (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock Warrants Liability [Abstract] | |||||||||||||||||
Summary of Stock Warrants Liability Activity | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Warrants | Average | Average | Average | ||||||||||||||
Exercise | Remaining | Fair Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (in years) | |||||||||||||||||
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 | |||||||||||
Granted | 52,695 | $ | 4.27 | 10 | $ | 6.13 | |||||||||||
Exercised | (73,244 | ) | $ | 4.43 | 9.5 | $ | 6.08 | ||||||||||
Expired/cancelled | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||||||||||
Summary of Activity of Common Stock Warrants Retroactively Adjusted for Reverse Stock Split | Common Stock | ||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||
Outstanding, December 31, 2012 | 53,159 | ||||||||||||||||||||||||
Granted to underwriters | 125,000 | ||||||||||||||||||||||||
Exercised | — | ||||||||||||||||||||||||
Expired | — | ||||||||||||||||||||||||
Outstanding, December 31, 2013 | 178,159 | ||||||||||||||||||||||||
Granted to lenders | 52,695 | ||||||||||||||||||||||||
Exercised | (88,462 | ) | |||||||||||||||||||||||
Expired | — | ||||||||||||||||||||||||
Outstanding, December 31, 2014 | 142,392 | ||||||||||||||||||||||||
Schedule of Components of Stock-based Compensation Included in Net Loss | For the years ended | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Employee stock options | $ | 570,760 | $ | 131,178 | |||||||||||||||||||||
Non-employee stock options | 495,683 | 415,212 | |||||||||||||||||||||||
Restricted stock awards | — | 25,534 | |||||||||||||||||||||||
$ | 1,066,443 | $ | 571,924 | ||||||||||||||||||||||
Schedule of Stock Option Valuation Assumptions | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||
Expected volatility | 107-110 | % | 90-112 | % | |||||||||||||||||||||
Risk-free interest rate | 2.06-2.23 | % | 1.39-2.26 | % | |||||||||||||||||||||
Expected lives (years) | 5.9-6.5 | 5.75-6.5 | |||||||||||||||||||||||
Schedule of Stock Option Activity | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||
Price | |||||||||||||||||||||||||
Outstanding, December 31, 2012 | 590,047 | $ | 0.71 | ||||||||||||||||||||||
Granted | 186,736 | $ | 10.07 | ||||||||||||||||||||||
Exercised | (80,706 | ) | $ | 0.67 | |||||||||||||||||||||
Forfeited | (62,595 | ) | $ | 1.96 | |||||||||||||||||||||
Outstanding, December 31, 2013 | 633,482 | $ | 3.36 | ||||||||||||||||||||||
Granted | 507,879 | $ | 6.3 | ||||||||||||||||||||||
Exercised | (78,664 | ) | $ | 0.6 | |||||||||||||||||||||
Forfeited | (44,107 | ) | $ | 3.19 | |||||||||||||||||||||
Outstanding, December 31, 2014 | 1,018,590 | $ | 5.04 | ||||||||||||||||||||||
Schedule of Options Outstanding, Exercisable, and Vested or Expected to Vest | 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 | |||||||||||||||||
12/31/14 | Remaining | Exercise | 12/31/14 | Remaining | Exercise | 12/31/14 | Remaining | Exercise | |||||||||||||||||
Contractual | Price | Contractual | Price | Contractual | Price | ||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||
1,018,590 | 7.81 | $5.04 | 473,696 | 5.99 | $2.67 | 473,696 | 5.99 | $2.67 | |||||||||||||||||
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax [Abstract] | |||||||||
Schedule of Components of Income Tax Expense | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current expense: | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Deferred expense (benefit): | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Total | $ | — | $ | — | |||||
Schedule of Income Tax Rate Reconciliation | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Federal income tax expense at statutory rate | $ | (4,162,691 | ) | $ | (2,247,353 | ) | |||
State and local income taxes, net of federal benefit | (344,247 | ) | (186,475 | ) | |||||
Non-deductible expenses | 239,213 | 4,985 | |||||||
Prior-period true-up | (161,018 | ) | 162,061 | ||||||
Research & development credit | (454,031 | ) | (180,687 | ) | |||||
Change in tax rate | — | 32,774 | |||||||
Stock based compensation | 135,008 | — | |||||||
Increase in valuation allowance | 4,747,766 | 2,414,695 | |||||||
$ | — | $ | — | ||||||
Schedule of Deferred Tax Assets and Liabilities | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 8,141,857 | $ | 4,167,785 | |||||
Research & development credit | 961,445 | 424,739 | |||||||
Other | 484,954 | 247,966 | |||||||
Valuation allowance | (9,588,256 | ) | (4,840,490 | ) | |||||
Deferred income taxes | $ | — | $ | — | |||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Net Loss Per Share [Abstract] | |||||||||
Schedule of Net Loss Per Share | For the years ended | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (12,243,211 | ) | $ | (6,609,864 | ) | |||
Net loss: Non-controlling interest | (454,394 | ) | (198,516 | ) | |||||
Beneficial conversion charge | — | (2,300,000 | ) | ||||||
Preferred Stock Dividend | — | (361,668 | ) | ||||||
Net loss applicable to common stockholders | $ | (11,788,817 | ) | $ | (9,073,016 | ) | |||
Weighted-average number of common shares used in net loss per share applicable to common stockholders—basic and diluted | 6,454,866 | 3,747,357 | |||||||
Net loss per share applicable to common stockholders—basic and diluted | $ | (1.83 | ) | $ | (2.42 | ) | |||
Schedule of Potentially Dilutive Securities | |||||||||
For the years ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Outstanding stock options | 1,018,590 | 633,482 | |||||||
Common stock warrants | 142,392 | 178,159 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | |||||
Years ending December 31, | |||||
2015 | $ | 192,833 | |||
2016 | 218,271 | ||||
2017 | 224,282 | ||||
2018 | 231,010 | ||||
2019 | 194,401 | ||||
Total | $ | 1,060,797 |
Organization_Details
Organization (Details) (Heat Biologics I, Inc [Member]) | Dec. 31, 2014 | Dec. 31, 2013 |
Heat Biologics I, Inc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest in subsidiary | 92.50% | 92.50% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized Costs Property And Equipment | $500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted cash | 101,129 | 1,252 | |||
Minimum cash balance to pay trademark fees | 1,000 | ||||
Minimum cash balance with lending bank | 100,000 | ||||
Cash balance insured | 250,000 | 250,000 | |||
Cash balance uninsured | 3,704,026 | ||||
Beneficial conversion charge | 2,300,000 | ||||
Effective conversion price, per share | $6.14 | ||||
Fair value, per share | $8.81 | ||||
Marketing Expense | 135,372 | 135,366 | |||
Secured Loan - Square 1 Bank [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock issuable through warrants | 52,695 | ||||
Exercise price of warrants | $4.27 | ||||
Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock issuable through warrants | 20,549 | 20,549 | |||
Debt discount | 323,021 | ||||
Number of shares issued from cashless exercise of warrant | 17,664 | ||||
Warrant [Member] | Secured Loan - Square 1 Bank [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Debt discount | $323,021 | ||||
Heat Biologics I, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership interest in subsidiary | 92.50% | 92.50% | |||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Lab equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Assumptions Used in Valuation of Warrants) (Details) (Stock Warrants Liability [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.75% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.23% | |
Expected volatility | 73.00% | 71.60% |
Expected life (years) | 7 years 9 months 18 days | 7 years 11 months 16 days |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.46% | |
Expected volatility | 100.00% | 71.90% |
Expected life (years) | 10 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, 2014 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ||
Fair value, beginning balance | $122,590 | $92,150 |
Issuance of new warrants | 323,021 | |
Change in fair value during the period | 7,263 | 30,440 |
Cashless exercise during the period | -452,874 | |
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 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Stock Warrant 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 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 |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
Certificates of deposit, commercial paper [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Amortized Cost | $10,698,982 | $17,297,165 |
Gross Unrealized Losses | 2,209 | 16,493 |
Estimated Fair Value | 10,696,773 | 17,280,672 |
Less than 1 year | 10,698,982 | 17,297,165 |
Total | $10,698,982 | $17,297,165 |
Property_and_Equipment_Schedul
Property and Equipment (Schedule of Property and Equipment ) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Total | $521,988 | $63,312 |
Accumulated depreciation | -76,454 | -9,559 |
Property and equipment, net | 445,534 | 53,753 |
Depreciation | 66,895 | 6,348 |
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 | 50,391 | 10,780 |
Estimated useful lives | 7 years | |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 24,174 | 13,175 |
Estimated useful lives | 5 years | |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $447,423 | $39,357 |
Estimated useful lives | 5 years |
Accrued_Expenses_Schedule_of_A
Accrued Expenses (Schedule of Accrued Expenses) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Expenses [Abstract] | ||
Compensation and related benefits | $519,092 | $356,588 |
Patent fees | 40,000 | 40,000 |
Deferred Rent | 51,155 | |
Accrued clinical trial expense | 195,721 | 106,462 |
Total | $805,968 | $503,050 |
Debt_Issuance_Costs_Narrative_
Debt Issuance Costs (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $37,556 | $28,229 | |
Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount | 323,021 | ||
Secured Loan - Square 1 Bank [Member] | |||
Debt Instrument [Line Items] | |||
Deferred financing cost | 27,500 | ||
Debt Instrument, Term | 42 months | ||
Secured Loan - Square 1 Bank [Member] | Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount | $323,021 |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | ||||
Jul. 31, 2013 | Oct. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | 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 | ||||
Payments on convertible notes payable | $197,099 |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
Oct. 31, 2011 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2011 | Aug. 31, 2012 | Aug. 31, 2013 | Jul. 31, 2013 | Jan. 31, 2013 | Oct. 20, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2014 | Dec. 14, 2013 | Aug. 07, 2012 | Feb. 28, 2014 | Jan. 10, 2013 | |
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | $950,000 | |||||||||||||||
Maturity date | 31-Oct-19 | |||||||||||||||
Reverse stock split, conversion ratio | 0.4348 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of shares of common stock issuable through warrants | 20,549 | 20,549 | ||||||||||||||
Debt discount | 323,021 | |||||||||||||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||||||||||||
Secured Loan - Square 1 Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term of loan | 42 months | |||||||||||||||
Number of shares of common stock issuable through warrants | 52,695 | |||||||||||||||
Debt instrument, minimum interest rate | 3.05% | |||||||||||||||
Debt instrument, maximum interest rate | 6.30% | |||||||||||||||
Repayment of principal made during period | 0 | |||||||||||||||
Interest paid during period | 24,150 | |||||||||||||||
Exercise price of warrants | $4.27 | |||||||||||||||
Secured Loan - Square 1 Bank [Member] | Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount | 323,021 | |||||||||||||||
Secured Loan - Square 1 Bank [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||||||||||||
Secured Loan - Square 1 Bank [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 7,500,000 | |||||||||||||||
North Carolina Biotechnology Center Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annual installments | 5.00% | |||||||||||||||
North Carolina Biotechnology Center Loan Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant expiration date | 13-Dec-21 | |||||||||||||||
Loan And Security Agreement Tranche A [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 1,000,000 | |||||||||||||||
Accrues interest, annual | 6.00% | |||||||||||||||
Accrues interest, monthly | 3.00% | |||||||||||||||
Term of loan | 36 months | |||||||||||||||
Periodic payments, frequency | Monthly | |||||||||||||||
Loan And Security Agreement Term Loan B [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annual installments | 5.00% | 5.00% | ||||||||||||||
Accrues interest, annual | 4.25% | |||||||||||||||
Repayment of note payable and bank loan | 725,000 | |||||||||||||||
Loan And Security Agreement Term Loan B [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 225,000 | |||||||||||||||
Loan And Security Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number Of Warrants Post Reverse Stock Split | 7,609 | |||||||||||||||
Number of shares of common stock issuable through warrants | 3,072 | |||||||||||||||
Loan And Security Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Preferred stock shares purchased by warrant issued | 17,500 | |||||||||||||||
Exercise price of warrants | 4.83 | |||||||||||||||
Warrant expiration date | 7-Aug-22 | |||||||||||||||
Loan And Security Agreement Second Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding loan | 200,000 | |||||||||||||||
Collateral amount | 200,000 | |||||||||||||||
Maturity date | 9-Jan-14 | |||||||||||||||
Loan And Security Agreement Second Amendment [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 200,000 | |||||||||||||||
Tranche 1 Loan [Member] | Secured Loan - Square 1 Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 1,500,000 | |||||||||||||||
Debt instrument, amount outstanding | 1,500,000 | |||||||||||||||
Tranche 2 Loan [Member] | Secured Loan - Square 1 Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 1,500,000 | |||||||||||||||
Debt instrument, amount outstanding | 1,500,000 | |||||||||||||||
Tranche 3 Loan [Member] | Secured Loan - Square 1 Bank [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 2,250,000 | |||||||||||||||
Tranche 4 Loan [Member] | Secured Loan - Square 1 Bank [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal loan amount | 2,250,000 | |||||||||||||||
Tranche 1 and 2 Loan [Member] | Secured Loan - Square 1 Bank [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, amount outstanding | 3,000,000 |
Notes_Payable_Schedule_of_Futu
Notes Payable (Schedule of Future Principal Payments Under Notes Payable Agreement) (Details) (USD $) | Dec. 31, 2014 |
Future principal payments | |
2015 | $397,465 |
2016 | 1,223,502 |
2017 | 1,223,502 |
2018 | 155,531 |
Total | $3,000,000 |
License_Agreements_Narrative_D
License Agreements (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||
Jul. 31, 2011 | Apr. 30, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2009 | Jul. 31, 2008 | Apr. 30, 2011 | Feb. 28, 2011 | Sep. 23, 2014 | 30-May-17 | Dec. 31, 2011 | Sep. 08, 2010 | Jun. 26, 2009 | Dec. 19, 2011 | |
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 | 250,000 | |||||||||||||
Option fees | 2,000 | |||||||||||||
Exercise of stock options | 10,000 | 37,936 | 54,042 | |||||||||||
Unpaid License Fees | 160,000 | |||||||||||||
Annual interest on outstanding balance | 18.00% | |||||||||||||
University [Member] | ||||||||||||||
Percentage of all issued and outstanding stock to be issued with license agreement | 2.50% | 5.00% | 10.00% | |||||||||||
Not for profit corporation fee one [Member] | ||||||||||||||
License Costs | 5,000 | |||||||||||||
Not for profit corporation fee two [Member] | ||||||||||||||
License Costs | 50,000 | |||||||||||||
License Agreement ("143") [Member] | ||||||||||||||
Reimbursement of for past patent fees | 50,000 | |||||||||||||
License Agreement ("143") [Member] | Patent [Member] | ||||||||||||||
License Costs | 14,158 | |||||||||||||
License Agreement ("J110") [Member] | ||||||||||||||
Reimbursement of for past patent fees | 10,000 | |||||||||||||
License Agreement ("J110") [Member] | Patent [Member] | ||||||||||||||
License Costs | 1,055 | |||||||||||||
License agreement ("SS114A") [Member] | ||||||||||||||
Reimbursement of for past patent fees | 37,381 | |||||||||||||
License Agreement For Multiple Myeloma [Member] | ||||||||||||||
License Costs | 5,000 | |||||||||||||
Maintenance fee | 3,000 | |||||||||||||
License Agreement For Multiple Myeloma [Member] | Maximum [Member] | ||||||||||||||
Maintenance fee | 30,000 | |||||||||||||
Heat Biologics I, Inc [Member] | ||||||||||||||
Unpaid License Fees | $102,784 | |||||||||||||
Heat Biologics I, Inc [Member] | Not for profit corporation fee two [Member] | ||||||||||||||
Percentage of issued and outstanding stock owned | 7.50% |
License_Agreements_Schedule_of
License Agreements (Schedule of Future Minimum Royalty Payments) (Details) (USD $) | Dec. 31, 2014 |
License Agreements [Abstract] | |
2015 | $33,000 |
2016 | 33,000 |
2017 | 283,000 |
2018 | 33,000 |
2019 | 33,000 |
Thereafter | 99,000 |
Total | $514,000 |
Stock_Warrants_Liability_Detai
Stock Warrants Liability (Details) (Warrant [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | |||
Common Stock Warrants | |||
Outstanding, beginning balance | 20,549 | 20,549 | |
Granted | 52,695 | ||
Exercised | -73,244 | ||
Expired/cancelled | |||
Outstanding, ending balance | 20,549 | 20,549 | |
Weighted Average Exercise Price | |||
Outstanding, at the beginning of year | $4.83 | $4.83 | |
Granted | $4.27 | ||
Exercised | $4.43 | ||
Expired/cancelled | |||
Outstanding, at the end of year | $4.83 | $4.83 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding, beginning balance | 0 years | 8 years 2 months 12 days | 8 years 10 months 24 days |
Granted | 10 years | ||
Exercised | 9 years 6 months | ||
Outstanding, at the end of year | 0 years | 8 years 2 months 12 days | 8 years 10 months 24 days |
Weighted Average Fair Value | |||
Outstanding, at the beginning of year | $5.95 | $1.64 | |
Granted | $6.13 | ||
Exercised | $6.08 | ||
Expired/cancelled | |||
Outstanding, at the end of year | $5.95 | $1.64 | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of preferred stock warrants | $0 | $46,646 |
Stockholders_Equity_Deficit_Na
Stockholders' Equity (Deficit) (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Stockholders' Equity [Abstract] | ||||||
Common stock, par value per share | $0.00 | $0.00 | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, shares issued | 6,492,622 | 6,375,426 | ||||
Common stock, shares outstanding | 6,492,622 | 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 | |||||
Class of Stock [Line Items] | ||||||
Minimum net proceeds from public offering for automatic conversion | 15,000,000 | |||||
Reverse stock split, conversion ratio | 0.4348 | |||||
Shares issuable upon conversion of preferred stock | 0.4348 | |||||
Series 1 Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, liquidation preference | $4.83 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
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 | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Price per share | $2.10 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, par value per share | $0.00 | |||||
Preferred stock, shares authorized | 4,100,000 | |||||
Series B-1 Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Price per share | $2.67 | |||||
Preferred stock, dividend rate | 5.00% | |||||
Preferred stock, dividend amount per share | $6.14 | |||||
Preferred stock, liquidation preference | $6.14 | |||||
Proceeds from issuance of private placement | $5,000,000 | |||||
Issuance of preferred stock, shares | 1,891,419 | |||||
Series B-2 Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Price per share | $5 | |||||
Preferred stock, dividend rate | 5.00% | |||||
Preferred stock, dividend amount per share | $11.50 | |||||
Preferred stock, liquidation preference | $11.50 |
Stockholders_Equity_Deficit_Co
Stockholders' Equity (Deficit) (Common Stock Warrants) (Details) (USD $) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | |||
Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Aug. 31, 2014 | |
Secured Debt [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares of common stock issuable through warrants | 52,695 | |||||||
Exercise price of warrant liabilities | $4.27 | |||||||
Common Stock Warrants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares of common stock issuable through warrants | 15,218 | 15,218 | 20,549 | |||||
Exercise price of warrant liabilities | $4.83 | $11.03 | ||||||
Expiration term | 10 years | 5 years | 10 years | |||||
Exercise price | $0.48 | |||||||
Price per share | $12.50 | |||||||
Common Stock Warrants | ||||||||
Outstanding, beginning balance | 178,159 | 178,159 | 53,159 | |||||
Granted | 52,695 | 125,000 | 32,610 | |||||
Exercised | -88,462 | |||||||
Expired | ||||||||
Outstanding, ending balance | 142,392 | 178,159 | ||||||
Number of shares issued from cashless exercise of warrant | 14,318 | 8,065 | ||||||
Common Stock Warrants [Member] | Secured Debt [Member] | ||||||||
Common Stock Warrants | ||||||||
Number of shares issued from cashless exercise of warrant | 17,664 |
Stockholders_Equity_Deficit_Eq
Stockholders' Equity (Deficit) (Equity Compensation Plan) (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2012 | Apr. 30, 2011 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding stock options | 1,018,590 | 633,482 | 590,047 | |||
Granted | 507,879 | 186,736 | ||||
Forfeited | 44,107 | 62,595 | ||||
Stock-based compensation expense | $1,066,443 | $571,924 | ||||
Weighted average grant-date fair value | $5.66 | $8.51 | ||||
Fair value of stock options vested | 1,704,121 | |||||
Unrecognized stock-based compensation expense | $3,872,221 | |||||
unrecognized stock-based compensation expense, recognition period | 14 months 27 days | |||||
2014 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 500,000 | 500,000 | ||||
Expiration term | 10 years | |||||
Outstanding stock options | 436,748 | |||||
2009 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 869,565 | 652,174 | 217,391 | |||
Expiration term | 10 years | |||||
Outstanding stock options | 581,842 | 633,482 | ||||
2009 and 2014 Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding stock options | 1,018,590 | |||||
Granted | 1,416,091 | |||||
Forfeited | 115,398 | |||||
Common shares available for grant | 68,872 |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) (Schedule of Stock-based Compensation) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $1,066,443 | $571,924 |
Outstanding stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 570,760 | 131,178 |
Non-employee stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 495,683 | 415,212 |
Restricted stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $25,534 |
Stockholders_Equity_Deficit_Sc1
Stockholders' Equity (Deficit) (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 107.00% | 90.00% |
Risk-free interest rate | 2.06% | 1.39% |
Expected lives (years) | 5 years 10 months 24 days | 5 years 9 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 110.00% | 112.00% |
Risk-free interest rate | 2.23% | 2.26% |
Expected lives (years) | 6 years 6 months | 6 years 6 months |
Stockholders_Equity_Deficit_Sc2
Stockholders' Equity (Deficit) (Schedule of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | ||
Outstanding, beginning balance | 633,482 | 590,047 |
Granted | 507,879 | 186,736 |
Exercised | -78,664 | -80,706 |
Forfeited | -44,107 | -62,595 |
Outstanding, ending balance | 1,018,590 | 633,482 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $3.36 | $0.71 |
Granted | $6.30 | $10.07 |
Exercised | $0.60 | $0.67 |
Forfeited | $3.19 | $1.96 |
Outstanding, ending balance | $5.04 | $3.36 |
Stockholders_Equity_Deficit_Su
Stockholders' Equity (Deficit) (Summary of Outstandng Stock Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Options Outstanding | |
Balance | 1,018,590 |
Weighted average remaining contractual life | 7 years 9 months 22 days |
Weighted Average Exercise Price | $5.04 |
Options Exercisable | |
Balance | 473,696 |
Weighted average remaining contractual life | 5 years 11 months 26 days |
Weighted average exercise price | $2.67 |
Options Vested or Expected to Vest | |
Balance | 473,696 |
Weighted average remaining contractual life | 5 years 11 months 26 days |
Weighted average exercise price | $2.67 |
Income_Tax_Schedule_of_Income_
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current expense: | ||
Federal | ||
State | ||
Deferred expense (benefit): | ||
Federal | ||
State | ||
Total |
Income_Tax_Schedule_of_Income_1
Income Tax (Schedule of Income Tax Rate Differences) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Abstract] | ||
Federal income tax expense at statutory rate | ($4,162,691) | ($2,247,353) |
State and local income taxes, net of federal benefit | -344,247 | -186,475 |
Non-deductible expenses | 239,213 | 4,985 |
Prior-period true-up | -161,018 | 162,061 |
Research & development credit | -454,031 | -180,687 |
Change in tax rate | 32,774 | |
Stock based compensation | 135,008 | |
Increase in valuation allowance | 4,747,766 | 2,414,695 |
Total |
Income_Tax_Schedule_of_Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforward | $8,141,857 | $4,167,785 |
Research & development credit | 961,445 | 424,739 |
Other | 484,954 | 247,966 |
Valuation allowance | -9,588,256 | -4,840,490 |
Deferred income taxes |
Income_Tax_Narrative_Details
Income Tax (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax [Abstract] | |
Statutory federal tax rate | 34.00% |
Change in valuation allowance | $4,747,766 |
Operating Loss Carryforwards [Line Items] | |
U.S. net operating loss carryforwards | $42,039,675 |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
U.S. net operating loss carryforwards expiration dates | 31-Dec-23 |
Related_Party_Narrative_Detail
Related Party (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Related party payable balance | $26,750 | $13,000 |
Related party receivable balance | 48,642 | 24,946 |
Management [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting fees | 28,000 | 34,480 |
Board [Member] | Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | 32,000 | 5,000 |
Board [Member] | Maximum [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $37,000 | $10,870 |
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, 2014 | |
Net Loss Per Share [Abstract] | ||
Reverse stock split, conversion ratio | 0.4348 | |
Reverse stock split | 0.4348 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share (Schedule of Reconciliation of Net Loss Applicable to Common Shareholders) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net Loss Per Share [Abstract] | ||
Net Loss | ($12,243,211) | ($6,609,864) |
Net loss - non-controlling interest | -454,394 | -198,516 |
Beneficial conversion charge | -2,300,000 | |
Preferred stock dividend | -361,668 | |
Net loss attributable to common stockholders | ($11,788,817) | ($9,073,016) |
Weighted average number of common shares used in net loss attributable to common stockholders - basic and diluted | 6,454,866 | 3,747,357 |
Net loss per share attributable to common stockholders-basic and diluted | ($1.83) | ($2.42) |
Net_Loss_Per_Share_Schedule_of1
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,018,590 | 633,482 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 142,392 | 178,159 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Jan. 24, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | ||||
Lease term | 5 years | |||
Monthly lease rent | $10,341 | $11,638 | $4,046 | |
Rent expense | $100,973 | $48,377 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Future Minimum Payments for Operating Lease Obligations) (Details) (USD $) | Dec. 31, 2014 |
Approximate future minimum payments for its operating lease obligations that have initial remaining non-cancellable terms in excess of one year | |
2015 | $192,833 |
2016 | 218,271 |
2017 | 224,282 |
2018 | 231,010 |
2019 | 194,401 |
Total | $1,060,797 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 15, 2015 | Mar. 09, 2015 | Mar. 10, 2015 | |
Subsequent Event [Line Items] | |||||
Net proceeds from the Offering, after deducting underwriting discounts and commissions and other estimated offering expenses | $540 | ||||
Subsequent Event [Member] | Severance agreement with Matthew Czajkowski [Member] | Vesting prior to the date of resignation [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise period | 10 years | ||||
Subsequent Event [Member] | Severance agreement with Matthew Czajkowski [Member] | Vesting after the date of resignation [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise period | 90 days | ||||
Subsequent Event [Member] | Consulting agreement with Danforth Advisors, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Written notice period required to terminate agreement by the Company | 30 days | ||||
Subsequent Event [Member] | Underwriting Agreement with Aegis Capital Corp. [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock issued | 1,640,000 | ||||
Offering price (in dollars per share) | $6.50 | ||||
Net proceeds from the Offering, after deducting underwriting discounts and commissions and other estimated offering expenses | $11,100,000 | ||||
Subsequent Event [Member] | Underwriting Agreement with Aegis Capital Corp. [Member] | Over-allotments [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock issued | 246,000 |