Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 17, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | ||
Entity Central Index Key | 1,476,963 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 8,424,641 | ||
Trading Symbol | HTBX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 37,989,432 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 4,940 | $ 3,714 |
Investments, held to maturity (net) | 6,690 | 10,699 |
Prepaid expenses and other current assets | 869 | 863 |
Total Current Assets | 12,499 | 15,276 |
Property and Equipment, net | 446 | 446 |
Other Assets | ||
Restricted cash | 101 | 101 |
Deposits | 70 | 20 |
Related party receivable | 58 | 49 |
Deferred financing costs | 44 | 24 |
Total Other Assets | 273 | 194 |
Total Assets | 13,218 | 15,916 |
Current Liabilities | ||
Accounts payable | 1,980 | 1,367 |
Accrued expenses and other payables | 1,847 | 806 |
Current portion of long term debt | 3,134 | 397 |
Total Current Liabilities | 6,961 | 2,570 |
Long Term Liabilities | ||
Long term debt, net of discount and current portion | 3,612 | $ 2,314 |
Other long term liabilities | 150 | |
Total Liabilities | $ 10,723 | $ 4,884 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 50,000,000 shares authorized, 8,424,641 and 6,492,622 issued and outstanding at December 31, 2015 and 2014, respectively | $ 1 | $ 1 |
Additional paid in capital | 48,567 | 35,895 |
Accumulated deficit | (44,430) | $ (24,135) |
Accumulated other comprehensive loss | (87) | |
Total Stockholders' Equity - Less Non-Controlling Interest | 4,051 | $ 11,761 |
Non-Controlling Interest | (1,556) | (729) |
Total Stockholders' Equity - Heat Biologics, Inc. | 2,495 | 11,032 |
Total Liabilities and Stockholders' Equity | $ 13,218 | $ 15,916 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.0002 | $ 0.0002 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,424,641 | 6,492,622 |
Common stock, shares outstanding | 8,424,641 | 6,492,622 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | ||
Research and development | $ 2,595 | $ 2,861 |
Clinical and regulatory | 14,071 | 5,348 |
General and administrative | 4,356 | 3,978 |
Total operating expenses | 21,022 | 12,187 |
Loss from operations | (21,022) | (12,187) |
Non-operating income (expenses) | ||
Interest income | 66 | 41 |
Other income (expense) | 198 | (24) |
Interest expense | 364 | 73 |
Total non-operating expenses | (100) | (56) |
Net loss | (21,122) | (12,243) |
Net loss - non-controlling interest | (827) | (454) |
Net loss attributable to Heat Biologics, Inc. | $ (20,295) | $ (11,789) |
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted | $ (2.53) | $ (1.83) |
Weighted-average number of common shares used in net loss per share attributable to Heat Biologics, Inc. - basic and diluted | 8,015,687 | 6,454,866 |
Net loss | $ (21,122) | $ (12,243) |
Other comprehensive loss: | ||
Unrealized loss on foreign currency translation | (87) | |
Total comprehensive loss | (21,209) | $ (12,243) |
Comprehensive loss attributable to non-controlling interest | (827) | (454) |
Comprehensive loss attributable to Heat Biologics, Inc. | $ (20,382) | $ (11,789) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | APIC [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income Loss [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2013 at Dec. 31, 2013 | $ 1 | $ 34,338 | $ (12,346) | $ (275) | $ 21,718 | |
Exercise of stock options | $ 38 | 38 | ||||
Cashless exercise of options | ||||||
Cashless exercise of warrants | $ 453 | 453 | ||||
Stock based compensation | $ 1,066 | 1,066 | ||||
Net loss | (11,789) | (454) | (12,243) | |||
Balance at Dec. 31, 2014 | 1 | $ 35,895 | (24,135) | (729) | 11,032 | |
March 2015 Investment offering, 1,886,000 shares, net of underwriters discounts | 11,400 | 11,400 | ||||
Stock issuance costs | $ (302) | (302) | ||||
Cashless exercise of options | ||||||
Vesting of restricted stock, 39,207 shares | ||||||
Stock based compensation | $ 1,574 | 1,574 | ||||
Other comprehensive loss | $ (87) | (87) | ||||
Net loss | (20,295) | (827) | (21,122) | |||
Balance at Dec. 31, 2015 | $ 1 | $ 48,567 | $ (44,430) | $ (87) | $ (1,556) | $ 2,495 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Exercise of options, shares | 10,272 | |
Cashless exercise of options, shares | 6,812 | 10,442 |
Cashless exercise of warrants, shares | 40,047 | |
Common Stock [Member] | ||
March 2015 public offering, shares | 1,886,000 | |
Exercise of options, shares | 66,707 | |
Vesting of restricted stock, shares | 39,207 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (21,122) | $ (12,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 116 | 67 |
Amortization of deferred financing costs and debt issuance costs | 101 | 38 |
Amortization of held to maturity investment premium | $ 142 | 173 |
Re-measurement of fair value of stock warrant liability | 7 | |
Stock based compensation | $ 1,574 | 1,066 |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Related party receivable | (9) | (24) |
Prepaid expenses and other current assets | $ (32) | 203 |
Restricted cash | (100) | |
Deposits | $ (50) | (10) |
Accounts payable | 642 | 716 |
Accrued expenses and other payables | 1,041 | $ 303 |
Other long term liabilities | $ 150 | |
Accrued interest | $ (25) | |
Net Cash Used in Operating Activities | $ (17,447) | (9,829) |
Cash Flows from Investing Activities | ||
Proceeds from maturities of short-term investments | 14,957 | 18,624 |
Purchases of short term investments | (11,090) | (12,199) |
Purchase of property and equipment | (116) | (459) |
Net Cash Provided by Investing Activities | 3,751 | $ 5,966 |
Cash Flows from Financing Activities | ||
Proceeds from March 2015 public offering, net of underwriting discounts | 11,400 | |
Stock issuance costs | (302) | |
Proceeds from issuance of long term debt, net | 4,471 | $ 2,973 |
Payments on long term debt | $ (558) | |
Proceeds from the exercise of stock options | $ 37 | |
Net Cash Provided by Financing Activities | $ 15,011 | $ 3,010 |
Effect of exchange rate changes on cash and cash equivalents | (89) | |
Net Increase (Decrease) in Cash and Cash Equivalents | 1,226 | $ (853) |
Cash and Cash Equivalents - Beginning of Period | 3,714 | 4,567 |
Cash and Cash Equivalents - End of Period | 4,940 | 3,714 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | 262 | $ 32 |
Supplemental Schedule of Noncash Investing and Financing Activities | ||
Cashless exercise of stock options | $ 33 | |
Cashless exercise of stock warrants | $ 453 | |
Issuance of warrants | $ 323 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization | |
Organization | 1. Organization Heat Biologics, Inc. (“Heat” or “the Company”) was incorporated in 2008 pursuant to the laws of the state of Delaware. Heat is a development stage company focused on developing novel allogeneic, “off-the-shelf” cellular therapeutic vaccines to combat a wide range of cancers. The Company currently has two drug candidates, one in a Phase 2 trial for bladder cancer, and one in a Phase 1b trial for non-small cell lung cancer. 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated a deficit of approximately $44.4 million as of December 31, 2015 and a net loss of approximately $20.3 million for the year ended December 31, 2015, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and/or funding from partnerships or collaborations. There can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to scale back its operations, license or sell its assets, seek to be acquired by another entity and/or cease operations. 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. The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2015 and 2014, 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 interest 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 and comprehensive loss. 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 $0.1 million at December 31, 2015 and 2014, 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 $0.1 million cash balance to be maintained with the lending bank to secure the Company credit card during 2015 and 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, 2015 and 2014, cash amounts in excess of $0.3 million were not fully insured. The uninsured cash balance as of December 31, 2015 was $4.7 million. 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. 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. 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, 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 does not have any financial instruments that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2015 or 2014. Marketing Marketing costs are expensed as incurred and is included in clinical and regulatory expense in the consolidated statement of operations and comprehensive loss. Marketing expense totaled $0.3 million and $0.1 million for the years ended December 31, 2015 and 2014, 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 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 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 are 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, 2015 and 2014 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 in 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 of Miami’s ownership in Heat I, for the years ended December 31, 2015 and 2014. 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 August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2015, the FASB issued ASU 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. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 revises Subtopic 835-30 to require that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of notes net of their related discounts and debt issuance costs. Further, the amendments require the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or premium are considered in the aggregate when determining the effective interest rate on the debt. The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are effective for all other entities for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The amendments must be applied retrospectively. All entities have the option of adopting the new requirements as of an earlier date for financial statements that have not been previously issued. The Company does not expect believe the adoption of this guidance will have a material impact on its consolidated financial statements or related footnote disclosures. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [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, 2015 and 2014. 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 all of the investments mature within 6 months and the underlying cash invested in these securities is not required for current operations. The following summarizes information about short term investments at December 31, 2015 and 2014, respectively (in thousands): Amortized Cost Gross Unrealized Losses Estimated Fair Value 2015 Certificates of deposit, commercial paper $ 6,690 $ 5 $ 6,685 2014 Certificates of deposit, commercial paper $ 10,699 $ 2 $ 10,697 As of December 31, 2015 and 2014, 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, 2015 and 2014, respectively were as follows (in thousands): Less than 1 Year Total 2015 Certificates of deposit, commercial paper $ 6,690 $ 6,690 2014 Certificates of deposit, commercial paper $ 10,699 $ 10,699 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant 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 (in thousands): December 31, 2015 2014 Lab equipment $ 541 $ 448 Computers 41 24 Furniture and fixtures 56 50 Total 638 522 Accumulated depreciation (192 ) (76 ) Property and equipment, net $ 446 $ 446 Depreciation expense totaled $0.1 million and $0.07 million for the years ended December 31, 2015 and 2014, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following at (in thousands): December 31, 2015 2014 Accrued clinical trial expenses $ 1,193 $ 196 Compensation and related benefits 561 519 Deferred rent 53 51 Patent fees 40 40 $ 1,847 $ 806 |
Debt Issuance Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2015 | |
Debt Issuance Costs [Abstract] | |
Debt Issuance Costs | 6. Debt Issuance Costs During 2014, the Company recorded $0.3 million to debt discount for the initial fair value of the warrant to purchase common stock and $0.03 million to deferred financing costs related to third party fees paid in connection to the Square 1 Bank loan, which are amortized over the 42 month term of the loan. Total amortization expense for the debt issuance costs was $0.1 million and $0.04 million during fiscal year 2015 and 2014, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable 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 $7.5 million to be used to supplement working capital. The Loan is available to the Company in four tranches: $1.5 million was made available to the Company on August 22, 2014 (“Tranche 1 Loan”), $1.5 million became available to the Company upon enrollment of the first patient in its the Phase 2 clinical trial for HS-110 (“Tranche 2 Loan”), $2.25 million was made available to the Company upon the initiation of the Phase 1B trial for lung cancer indication on June 30, 2015 (“Tranche 3 Loan”), and $2.25 million was made available to the Company upon Square 1 Bank’s receipt on December 30, 2015 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 $1.5 million each under the Tranche 1 Loan and Tranche 2 Loan, totaling $3.0 million. At December 31, 2015, the Company had drawn down the entire $7.5 million available under the Loan. The Loan accrues interest monthly at an interest rate of 3.05% plus the prime rate or 6.30% per annum, whichever is greater. The Tranche 1 Loan was payable as interest-only period until June 30, 2015 and thereafter is payable in monthly installments of principal plus accrued interest until February 22, 2018. The Tranche 2 Loan 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 3 Loan 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 payable in monthly installments of principal plus accrued interest until February 22, 2018. During the year ended December 31, 2014, the Company made $0 in principal payments and $24,150 in interest payments on the outstanding loan. During the year ended December 31, 2015, the Company made $0.4 million in principal payments and $0.3 million 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 one or more of 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. The Company is in compliance with the covenants of the Loan as of December 31, 2015. In connection with the Loan, in August 2014, the Company issued Square 1 Bank 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 As of December 31, 2015 future principal payments under the Company’s notes payable agreement are as follows (in thousands): Years ending December 31, 2016 3,226 2017 3,226 2018 490 Total $ 6,942 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2015 | |
License Agreements [Abstract] | |
License Agreements | 8. License Agreements • University of Miami • Beginning in 2008, the Company has entered into various agreements with the University of Miami (the “University”) for intellectual and tangible property rights relating to the ImPACT™, technology activities (“License Agreement 03-31, 05-39” and “License Agreement 97-14”, or collectively “License Agreements”). These license agreements were subsequently assigned to the Company’s subsidiary Heat Biologics I, Inc. which issued to the University shares of its common stock representing seven and one half percent (7.5%) of its common stock. The term of the license is the length of the last to expire patent, unless terminated earlier. • The Company agreed to make minimum royalty payments of $10,000 for three years beginning in 2010 that are due on the anniversary date of the agreement for License Agreement 97-14. 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 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 SS114A, 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 143, 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 J110, 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. There are no financial obligations on our part under the arrangement. • In addition, Heat entered into an agreement for “Modified Heat Shock Proteins-Antigenic Peptide Complex” 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 the Company is in good standing and in compliance of its patent license agreements with the University relating to our ImPACT™ platform. There is no financial obligation on the Company’s part under the arrangement. • Other License Agreements • 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. In December 2015, Heat amended the evaluation and biological material license agreement to add additional cell lines in exchange for a one-time payment of $1,000. • 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 include cancer 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 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 is 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 August 2015, the Company entered into an exclusive license agreement with Columbia University for an endometrial cancer cell line for the production, sale and use for all human healthcare applications. The term of the license is perpetual, unless terminated earlier by us or by Columbia University. Columbia University can only terminate for our material breach of this agreement. The Company paid an up-front license fee of $7,500 and is obligated to pay an annual maintenance fee of $5,000 each year until the first commercial sale of a licensed product at which time the annual maintenance fee increases to $50,000. The Company agreed to pay royalties equal to a one-tenth of low single digit percentage of net sales of licensed products. In addition, the Company is obligated to make milestone payments of $25,000, $40,000 and $75,000 upon completion of a Phase 1, Phase 2 and Phase 3 trial, respectively, $200,000 upon the first commercial sale of a licensed product and $500,000 upon annual net sales of $100,000,000 or more. Future minimum royalty payments as of December 31, 2015 are as follows (in thousands): Year ended December 31, 2016 38 2017 338 2018 38 2019 113 2020 288 Total $ 815 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Authorized Capital Heat has authorized 10,000,000 shares of Preferred Stock (par value $0.0001) as of December 31, 2015 and 2014. As of December 31, 2015 and 2014, 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, 2015 and 2014. Of the 50,000,000 common stock shares, 8,424,641 and 6,492,622 were issued and outstanding as of December 31, 2015 and 2014, 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. 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, commissions, and other third party 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. Restricted Stock As of December 31, 2015 and 2014, all restricted stock has vested. The Company recognized $78,815 and $0 in stock-based compensation expense related to vested restricted stock during the years ended December 31, 2015 and 2014, respectively. 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. T he 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. Common Stock Warrants Outstanding, January 1, 2013 178,159 Granted to lenders 52,695 Exercised (88,462 ) Expired — Outstanding, December 31, 2014 142,392 Outstanding, December 31, 2015 142,392 The weighted average exercise price of the outstanding warrants as of December 31, 2015 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, 2015 and 2014, there were 553,105 and 581,842 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 with 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. In 2015, the stockholders approved an amendment to the Plan to increase the number of shares by 600,000 that would allow the Company to grant up to 1,100,000 awards, as amended. Persons eligible to participate in the 2014 Plan include employees, directors, and consultants. Stock options granted under the 2014 Plan generally have terms of 10 years and have various vesting schedules. As of December 31, 2015, there were 661,581 stock options outstanding under the 2014 Plan. As of December 31, 2015, there are 453,297 stock options remaining available for grant under the Plans. The following table summarizes the components of the Company ’ s stock-based compensation included in net loss (in thousands): For the years ended December 31, 2015 2014 Employee stock options $ 924 $ 571 Non-employee stock options 571 495 Restricted stock awards 79 — $ 1,574 $ 1,066 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, 2015 2014 Dividend yield 0.0 % 0.0 % Expected volatility 72.4-107.6 % 107 – 110 % Risk-free interest rate 1.69-2.27 % 2.06 – 2.23 % Expected lives (years) 6.25 – 10 5.9 – 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 had limited to no 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 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 $1.6 million and $1.1 million in stock-based compensation expense for the years ended December 31, 2015 and 2014, respectively, for the Company’s stock option awards. The following tables summarize the stock option activity for the year ended December 31, 2015: Shares Weighted Average Exercise Price Outstanding, December 31, 2014 1,018,590 $ 5.04 Granted 393,375 $ 5.32 Exercised (10,272 ) $ 1.97 Forfeited (187,007 ) $ 6.53 Outstanding, December 31, 2015 1,214,686 $ 4.93 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2015 and 2014 was $3.20 and $5.66, respectively. The total fair value of stock options that vested during the year ended December 31, 2015 was approximately $2.9 million. The following table summarizes information about stock options outstanding at December 31, 2015: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2015 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2015 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1,214,686 7.40 $4.93 807,975 6.57 $4.44 As of December 31, 2015, the unrecognized stock-based compensation expense related to unvested stock options was approximately $2.4 million that is expected to be recognized over a weighted average period of approximately 16.7 months. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 10. Income Tax The components of income tax expense (benefit) attributable to continuing operations are as follows: Years ended December 31, 2015 2014 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 (in thousands): Years ended December 31, 2015 2014 Federal income tax expense at statutory rate $ (7,182 ) $ (4,200 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit (420 ) (300 ) Foreign rate differential 64 — Non-deductible expenses — 300 Prior-period true-up (489 ) (200 ) Research & development credit (171 ) (500 ) Stock based compensation 194 100 Increase in valuation allowance 8,004 4,800 $ — $ — The tax effects of temporary differences and operating loss carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforward $ 15,758 $ 8,142 Research & development credit 982 961 Stock-based compensation 791 467 Other 101 34 Deferred tax assets 17,632 9,604 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (40 ) (16 ) Deferred tax liabilities: (40 ) (16 ) Valuation allowance (17,592 ) (9,588 ) Net deferred income taxes $ — $ — At December 31, 2015 and December 31, 2014, the Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and management’s forecast of future taxable income, and, as a result, determined it was more likely than not that federal and state deferred tax assets, including benefits related to net operating loss carryforwards, would not be realized. The valuation allowance was increased from $9.6 million at December 31, 2014 to $17.6 million at December 31, 2015. The increase in valuation allowance was due primarily to the increase in net operating loss carryforwards. At December 31, 2015, the Company has federal net operating loss carryforwards of approximately $42.1 million, which are available to offset future taxable income. The federal net operating loss carryforwards begin to expire in 2029. The Company has various state net operating loss carryforwards totaling approximately $39.2 million, which are available to offset future state taxable income. State net operating losses begin to expire in 2029. The Company has various foreign net operating loss carryforwards of approximately $1.4 million. The foreign net operating loss carryforwards are carried forward indefinitely. Because the Company has incurred cumulative net operating losses since inception, all tax years remain open to examination by U.S. federal, state, and foreign income tax authorities. In accordance with FASB ASC 740, Accounting for Income Taxes The Company files income tax returns in the United States and various state and foreign jurisdictions. The Company is subject to examination by taxing authorities for the tax years ended December 31, 2008 through 2014. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party | 11. Related Party Transactions A member of the CompanyÂ’s management was paid $0 and $28,000 in consulting fees for the years ended December 31, 2015 and 2014, respectively. The Company compensates its board members. Board members received between $40,000 and $43,750 and between $32,000 and $37,000 for services rendered during 2015 and 2014, respectively. The Company had a related party payable balance of $0 and $26,750 as of December 31, 2015 and 2014, respectively. The Company had a related party receivable balance of $58,017 and $48,642 as of December 31, 2015 and 2014, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | 12. 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, 2015 and 2014, 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 Heat Biologics, Inc. (in thousands, except share and per share data): For the years ended December 31, 2015 2014 Net loss $ (21,122 ) $ (12,243 ) Net loss: Non-controlling interest (827 ) (454 ) Net loss applicable to Heat Biologics, Inc. $ (20,295 ) $ (11,789 ) Weighted-average number of common shares used in net loss per share applicable to Heat Biologics, Inc—basic and diluted 8,015,687 6,454,866 Net loss per share applicable to Heat Biologics, Inc —basic and diluted $ (2.53 ) $ (1.83 ) 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, 2015 2014 Outstanding stock options 1,214,686 1,018,590 Common stock warrants 142,392 142,392 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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 at a monthly rent of $11,638. The Company believes that such facilities are adequate for our current operations, and that there are spaces available sufficient for any future expansion requirements should the need arise. Rent expense was $0.2 million and $0.1 million, for the years ended December 31, 2015 and 2014, 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 (in thousands): Years ending December 31, 2016 $ 231 2017 238 2018 245 2019 193 Thereafter — Total $ 907 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated a deficit of approximately $44.4 million as of December 31, 2015 and a net loss of approximately $20.3 million for the year ended December 31, 2015, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and/or funding from partnerships or collaborations. There can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to scale back its operations, license or sell its assets, seek to be acquired by another entity and/or cease operations. |
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. The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2015 and 2014, 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 interest 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 and comprehensive loss. |
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 $0.1 million at December 31, 2015 and 2014, 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 $0.1 million cash balance to be maintained with the lending bank to secure the Company credit card during 2015 and 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, 2015 and 2014, cash amounts in excess of $0.3 million were not fully insured. The uninsured cash balance as of December 31, 2015 was $4.7 million. 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. 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. |
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, 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 does not have any financial instruments that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2015 or 2014. |
Marketing | Marketing Marketing costs are expensed as incurred and is included in clinical and regulatory expense in the consolidated statement of operations and comprehensive loss. Marketing expense totaled $0.3 million and $0.1 million for the years ended December 31, 2015 and 2014, 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 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 |
Stock Based Compensation Policy | 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 are 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, 2015 and 2014 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 in 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 of MiamiÂ’s ownership in Heat I, for the years ended December 31, 2015 and 2014. |
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 Policy | 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 August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2015, the FASB issued ASU 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. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 revises Subtopic 835-30 to require that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of notes net of their related discounts and debt issuance costs. Further, the amendments require the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or premium are considered in the aggregate when determining the effective interest rate on the debt. The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are effective for all other entities for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The amendments must be applied retrospectively. All entities have the option of adopting the new requirements as of an earlier date for financial statements that have not been previously issued. The Company does not expect believe the adoption of this guidance will have a material impact on its consolidated financial statements or related footnote disclosures. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Held-To-Maturity Investments Estimated Fair Value of Investments | Amortized Cost Gross Unrealized Losses Estimated Fair Value 2015 Certificates of deposit, commercial paper $ 6,690 $ 5 $ 6,685 2014 Certificates of deposit, commercial paper $ 10,699 $ 2 $ 10,697 |
Schedule of Maturities of Held-To-Maturity Investments | The maturities of held-to-maturity investments at December 31, 2015 and 2014, respectively were as follows (in thousands): Less than Total 2015 Certificates of deposit, commercial paper $ 6,690 $ 6,690 2014 Certificates of deposit, commercial paper $ 10,699 $ 10,699 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2015 2014 Lab equipment $ 541 $ 448 Computers 41 24 Furniture and fixtures 56 50 Total 638 522 Accumulated depreciation (192 ) (76 ) Property and equipment, net $ 446 $ 446 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and other payables | December 31, 2015 2014 Accrued clinical trial expenses $ 1,193 $ 196 Compensation and related benefits 561 519 Deferred rent 53 51 Patent fees 40 40 $ 1,847 $ 806 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable Tables | |
Schedule of future principal payments under notes payable agreement | Years ending December 31, 2016 3,226 2017 3,226 2018 490 Total $ 6,942 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
License Agreements Tables | |
Schedule of Future Minimum Royalty Payments | Year ended December 31, 2016 38 2017 338 2018 38 2019 113 2020 288 Total $ 815 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity of Common Stock Warrants Retroactively Adjusted for Reverse Stock Split | Common Stock Warrants Outstanding, January 1, 2013 178,159 Granted to lenders 52,695 Exercised (88,462 ) Expired — Outstanding, December 31, 2014 142,392 Outstanding, December 31, 2015 142,392 |
Schedule of Components of Stock-based Compensation Included in Net Loss | For the years ended December 31, 2015 2014 Employee stock options $ 924 $ 571 Non-employee stock options 571 495 Restricted stock awards 79 — $ 1,574 $ 1,066 |
Schedule of Stock Option Valuation Assumptions | December 31, 2015 2014 Dividend yield 0.0 % 0.0 % Expected volatility 72.4-107.6 % 107 – 110 % Risk-free interest rate 1.69-2.27 % 2.06 – 2.23 % Expected lives (years) 6.25 – 10 5.9 – 6.5 |
Schedule of Stock Option Activity | Shares Weighted Average Exercise Price Outstanding, December 31, 2014 1,018,590 $ 5.04 Granted 393,375 $ 5.32 Exercised (10,272 ) $ 1.97 Forfeited (187,007 ) $ 6.53 Outstanding, December 31, 2015 1,214,686 $ 4.93 |
Schedule of Options Outstanding, Vested and Exercisable | Options Outstanding Options Vested and Exercisable Balance as of 12/31/2015 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of Weighted Average Remaining Contractual Life (Years) Weighted Price 1,214,686 7.40 $4.93 807,975 6.57 $4.44 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Tables | |
Schedule of Components of Income Tax Expense | Years ended December 31, 2015 2014 Current expense: Federal $ — $ — State — — Deferred expense (benefit): Federal $ — $ — State — — Total $ — $ — |
Schedule of Income Tax Rate Reconciliation | Years ended December 31, 2015 2014 Federal income tax expense at statutory rate $ (7,182 ) $ (4,200 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit (420 ) (300 ) Foreign rate differential 64 — Non-deductible expenses — 300 Prior-period true-up (489 ) (200 ) Research & development credit (171 ) (500 ) Stock based compensation 194 100 Increase in valuation allowance 8,004 4,800 $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2015 2014 Deferred tax assets: Net operating loss carryforward $ 15,758 $ 8,142 Research & development credit 982 961 Stock-based compensation 791 467 Other 101 34 Deferred tax assets 17,632 9,604 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (40 ) (16 ) Deferred tax liabilities: (40 ) (16 ) Valuation allowance (17,592 ) (9,588 ) Net deferred income taxes $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | For the years ended December 31, 2015 2014 Net loss $ (21,122 ) $ (12,243 ) Net loss: Non-controlling interest (827 ) (454 ) Net loss applicable to Heat Biologics, Inc. $ (20,295 ) $ (11,789 ) Weighted-average number of common shares used in net loss per share applicable to Heat Biologics, Inc—basic and diluted 8,015,687 6,454,866 Net loss per share applicable to Heat Biologics, Inc —basic and diluted $ (2.53 ) $ (1.83 ) |
Schedule of Potentially Dilutive Securities | For the years ended December 31, 2015 2014 Outstanding stock options 1,214,686 1,018,590 Common stock warrants 142,392 142,392 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Years ending December 31, 2016 $ 231 2017 238 2018 245 2019 193 Total $ 907 |
Organization (Details)
Organization (Details) | Dec. 31, 2015 | Dec. 31, 2014 |
Heat Biologics I, Inc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest in subsidiary | 92.50% | 92.50% |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (44,430) | $ (24,135) |
Net loss | (20,295) | (11,789) |
Restricted cash | 100 | 100 |
Minimum cash balance to pay trademark fees | 1 | 1 |
Minimum cash balance with lending bank | 100 | 100 |
Cash balance insured | 300 | 300 |
Cash balance uninsured | 4,700 | 4,700 |
Marketing Expense | $ 300 | $ 100 |
Investments (Schedule of Held-T
Investments (Schedule of Held-To-Maturity Investments) (Details) - Certificates of Deposit Commercial Paper [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Amortized Cost | $ 6,690 | $ 10,699 |
Gross Unrealized Losses | 5 | 2 |
Estimated Fair Value | 6,685 | 10,697 |
Less than 1 year | 6,690 | 6,690 |
Total | $ 10,699 | $ 10,699 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 638 | $ 522 |
Accumulated depreciation | (192) | (76) |
Property and equipment, net | 446 | 446 |
Depreciation expense | 116 | 67 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 541 | 448 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 41 | 24 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 56 | $ 50 |
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 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Accrued clinical trial expenses | $ 1,193 | $ 196 |
Compensation and related benefits | 561 | 519 |
Deferred rent | 53 | 51 |
Patent fees | 40 | 40 |
Accrued expenses | $ 1,847 | $ 806 |
Debt Issuance Costs (Narrative)
Debt Issuance Costs (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 101 | $ 38 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing cost | $ 30 | |
Debt Instrument, Term | 42 months | |
Secured Debt [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount | $ 200 | $ 300 |
Notes Payable (Schedule of Futu
Notes Payable (Schedule of Future Principal Payments Under Notes Payable Agreement) (Details) $ in Thousands | Dec. 31, 2014USD ($) |
Future principal payments | |
2,016 | $ 3,226 |
2,017 | 3,226 |
2,018 | 490 |
Total | $ 6,942 |
Notes Payable (Square 1 Bank Lo
Notes Payable (Square 1 Bank Loan) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares of common stock issuable through warrants | 20,549 | 20,549 | ||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||
Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, amount outstanding | $ 8 | $ 3 | ||||
Debt instrument, minimum interest rate | 3.05% | |||||
Debt instrument, maximum interest rate | 6.30% | |||||
Repayment of principal made during period | 400 | $ 0 | ||||
Interest paid during period | 300 | 24,150 | ||||
Exercise price of warrants | $ 4.27 | |||||
Number of shares of common stock issuable through warrants | 52,695 | |||||
Secured Debt [Member] | Tranche One Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,500 | |||||
Debt instrument, maturity date | Jun. 30, 2015 | |||||
Secured Debt [Member] | Tranche Two Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,500 | |||||
Debt instrument, maturity date | Oct. 31, 2015 | |||||
Secured Debt [Member] | Tranche Three Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 2,250 | |||||
Debt instrument, maturity date | Oct. 31, 2015 | |||||
Secured Debt [Member] | Tranche Four Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 2,250 | |||||
Secured Debt [Member] | Tranche One And Two Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, amount outstanding | 1,500 | |||||
Secured Debt [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 7,500 | |||||
Secured Debt [Member] | Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | $ 200 | $ 300 | ||||
Secured Debt [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued from cashless exercise of warrant | 17,664 |
License Agreements (Narrative)
License Agreements (Narrative) (Details) - USD ($) $ in Thousands | Sep. 23, 2014 | Jul. 31, 2011 | Apr. 30, 2011 | Feb. 28, 2011 | Jun. 30, 2009 | Apr. 30, 2009 | Dec. 31, 2015 | Dec. 31, 2014 | May. 30, 2017 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 08, 2010 |
Additional consideration | $ 12,500 | |||||||||||||
Minimum royalty payment for first three years, per year | $ 10 | $ 10 | $ 10 | |||||||||||
Minimum royalty payment for remainer life of agreement, per year | $ 20 | $ 20 | $ 20 | |||||||||||
Milestone payment | 1 | $ 250 | ||||||||||||
Milestone payment upon the first commercial sale | 200 | |||||||||||||
Milestone payment upon annual net sales of $100,000,000 or more | $ 500 | |||||||||||||
Option fees | $ 2 | |||||||||||||
Exercise of stock options | $ 10 | $ 37 | ||||||||||||
Not For Profit Corporation Fee Two [Member] | ||||||||||||||
License Costs | $ 50 | |||||||||||||
Not For Profit Corporation Fee One [Member] | ||||||||||||||
License Costs | $ 5 | |||||||||||||
Heat Biologics I, Inc [Member] | Not For Profit Corporation Fee Two [Member] | ||||||||||||||
Percentage of issued and outstanding stock owned | 7.50% | |||||||||||||
License Agreement for Multiple Myeloma [Member] | ||||||||||||||
License Costs | $ 5 | $ 7,500 | ||||||||||||
Maintenance fee | 3 | 5 | ||||||||||||
Annual maintenance fee increased | 50 | |||||||||||||
License Agreement for Multiple Myeloma [Member] | Maximum [Member] | ||||||||||||||
Maintenance fee | $ 30 | |||||||||||||
License Agreement ("J110") [Member] | ||||||||||||||
Reimbursement of for past patent fees | $ 10 | |||||||||||||
License Agreement ("J110") [Member] | Patents [Member] | ||||||||||||||
License Costs | 1,055 | |||||||||||||
License Agreement ("143") [Member] | ||||||||||||||
Reimbursement of for past patent fees | 50 | |||||||||||||
License Agreement ("143") [Member] | Patents [Member] | ||||||||||||||
License Costs | 14,158 | |||||||||||||
License agreement ("SS114A") [Member] | ||||||||||||||
Reimbursement of for past patent fees | $ 37,381 | |||||||||||||
Phase 1 Trial [Member] | ||||||||||||||
Milestone payment | 25 | |||||||||||||
Phase 2 Trial [Member] | ||||||||||||||
Milestone payment | 40 | |||||||||||||
Phase 3 Trial [Member] | ||||||||||||||
Milestone payment | $ 75 |
License Agreements (Schedule of
License Agreements (Schedule of Future Minimum Royalty Payments) (Details) $ in Thousands | Dec. 31, 2014USD ($) |
License Agreements [Abstract] | |
2,016 | $ 38 |
2,017 | 338 |
2,018 | 38 |
2,019 | 113 |
2,020 | 288 |
Total | $ 815 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2015 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | |||||
Preferred Stock, par value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Minimum net proceeds from public offering for automatic conversion | $ 15,000 | ||||
Shares issuable upon conversion of preferred stock | 0.4348 | ||||
Common stock, par value per share | $ 0.0002 | $ 0.0002 | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, shares issued | 8,424,641 | 6,492,622 | |||
Common stock, shares outstanding | 8,424,641 | 6,492,622 | |||
Shares issued for initial public offering | 1,640,000 | ||||
Additional shares issued for initial public offering | 246,000 | ||||
Price per share | $ 6.50 | ||||
Proceeds from initial public offering, net | $ 11,100 | ||||
Stock based compensation | $ 1,574 | $ 1,066 | $ 1,066 | ||
Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock based compensation | 79 | ||||
Non Employees [Member] | Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock based compensation | $ 78,815 | $ 0 | |||
Series B1 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 | ||||
Issuance of preferred stock, shares | 1,891,419 | ||||
Series B2 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 | ||||
Series 1 Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, liquidation preference | $ 4.83 |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) (Common Stock Warrants) (Details) - $ / shares | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2015 | Aug. 31, 2014 | Dec. 31, 2012 | |
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 | |||||||||
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 | ||||||||
Common Stock Warrants | ||||||||||
Outstanding, beginning balance | 20,549 | 20,549 | 20,549 | |||||||
Granted | 52,695 | |||||||||
Exercised | (73,244) | |||||||||
Expired | ||||||||||
Outstanding, ending balance | 20,549 | |||||||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||||||
Common Stock Warrant [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 | 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 | ||||||||||
Granted | 52,695 | 32,610 | ||||||||
Exercised | (88,462) | |||||||||
Expired | ||||||||||
Outstanding, ending balance | 142,392 | |||||||||
Number of shares issued from cashless exercise of warrant | 14,318 | 8,065 | ||||||||
Common Stock Warrant [Member] | Secured Debt [Member] | ||||||||||
Common Stock Warrants | ||||||||||
Number of shares issued from cashless exercise of warrant | 17,664 |
Stockholders' Equity (Deficit43
Stockholders' Equity (Deficit) (Equity Compensation Plan) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2011 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding stock options | 1,214,686 | 1,018,590 | ||||
Granted | 393,375 | 393,375 | ||||
Forfeited | 187,007 | |||||
Stock-based compensation expense | $ 1,574 | $ 1,066 | $ 1,066 | |||
Weighted average grant-date fair value | $ 3.20 | $ 5.66 | ||||
Fair value of stock options vested | $ 2,900 | |||||
Unrecognized stock-based compensation expense | $ 2,400 | |||||
Unrecognized stock-based compensation expense, recognition period | 16 months 21 days | |||||
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 | 553,105 | 581,842 | ||||
2014 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 500,000 | |||||
Stock Incentive Plan, shares authorized increased | 600,000 | |||||
Expiration term | 10 years | |||||
Outstanding stock options | 661,581 | |||||
Granted | 1,100,000 | |||||
2009 and 2014 Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares available for grant | 453,297 |
Stockholders' Equity (Deficit44
Stockholders' Equity (Deficit) (Schedule of Stock-based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 1,574 | $ 1,066 | $ 1,066 |
Non Employee Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 571 | $ 495 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 79 | ||
Outstanding stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 924 | $ 571 |
Stockholders' Equity (Deficit45
Stockholders' Equity (Deficit) (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 72.40% | 1.07% |
Risk-free interest rate | 1.69% | 2.06% |
Expected lives (years) | 6 years 3 months | 5 years 10 months 24 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 107.60% | 1.10% |
Risk-free interest rate | 2.27% | 2.23% |
Expected lives (years) | 10 years | 6 years 6 months |
Stockholders' Equity (Deficit46
Stockholders' Equity (Deficit) (Schedule of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||
Outstanding, beginning balance | 1,018,590 | |
Granted | 393,375 | 393,375 |
Exercised | (10,272) | |
Forfeited | (187,007) | |
Outstanding, ending balance | 1,214,686 | 1,018,590 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $ 5.04 | |
Granted | 5.32 | |
Exercised | 1.97 | |
Forfeited | 6.53 | |
Outstanding, ending balance | $ 4.93 | $ 5.04 |
Stockholders' Equity (Deficit47
Stockholders' Equity (Deficit) (Summary of Outstandng Stock Options) (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Options Outstanding | |
Balance | shares | 1,214,686 |
Weighted average remaining contractual life | 7 years 4 months 24 days |
Weighted Average Exercise Price Options Outstanding | $ / shares | $ 4.93 |
Options Vested or Expected to Vest | |
Balance | shares | 807,975 |
Weighted average remaining contractual life | 6 years 6 months 26 days |
Weighted average exercise price Options Vested or Expected to Vest | $ / shares | $ 4.44 |
Income Tax (Schedule of Income
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current expense: | ||
Federal | ||
State | ||
Current expense | ||
Deferred expense (benefit): | ||
Federal | ||
State | ||
Deferred expense (benefit) | ||
Total |
Income Tax (Schedule of Incom49
Income Tax (Schedule of Income Tax Rate Differences) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | $ (7,182) | $ (4,200) |
Increase (reduction) in income tax resulting from: | ||
State and local income taxes, net of federal benefit | (420) | $ (300) |
Foreign rate differential | $ 64 | |
Non-deductible expenses | $ 300 | |
Prior-period true-up | $ (489) | (200) |
Research & development credit | 171 | 500 |
Stock based compensation | 194 | 100 |
Increase in valuation allowance | $ 8,004 | $ 4,800 |
Total |
Income Tax (Schedule of Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 15,758 | $ 8,142 |
Research & development credit | 982 | 961 |
Stock-based compensation | 791 | 467 |
Other | 101 | 34 |
Deferred income taxes | 17,632 | 9,604 |
Deferred tax liabilities: | ||
Property, plant and equipment, primarily due to differences in depreciation | 40 | 16 |
Deferred tax liabilities: | 40 | 16 |
Valuation allowance | $ 17,592 | $ 9,588 |
Net deferred income taxes |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory federal tax rate | 34.00% | |
Change in valuation allowance | $ 17,600 | $ 9,600 |
Net operating loss carryforwards | 0 | $ 42,100 |
Federal Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 42,100 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2029 | |
State Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 39,200 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2029 | |
Foreign Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 1,400 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party payable balance | $ 0 | $ 26,750 |
Related party receivable balance | 58,017 | 48,642 |
Management [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting fees | 0 | 28,000 |
Board One [Member] | Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | 40,000 | 32,000 |
Board One [Member] | Maximum [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 43,750 | $ 37,000 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Reconciliation of Net Loss to Net Loss Attributable to Heat Biologics, Inc.) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (21,122) | $ (12,243) |
Net loss: Non-controlling interest | (827) | (454) |
Net loss applicable to Heat Biologics, Inc. | $ (20,295) | $ (11,789) |
Weighted-average number of common shares used in net loss per share applicable to Heat Biologics, Inc - basic and diluted | 8,015,687 | 6,454,866 |
Net loss per share applicable to Heat Biologics, Inc - basic and diluted | $ (2.53) | $ (1.83) |
Net Loss Per Share (Schedule 54
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 142,392 | 142,392 |
Outstanding stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,214,686 | 1,018,590 |
Commitments and Contingencies55
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 24, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease term | 5 years | |||
Monthly lease rent | $ 10,341 | $ 11,638 | ||
Rent expense | $ 200 | $ 100 |
Commitments and Contingencies56
Commitments and Contingencies (Future Minimum Payments for Operating Lease Obligations) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Approximate future minimum payments for its operating lease obligations that have initial remaining non-cancellable terms in excess of one year | |
2,016 | $ 231 |
2,017 | 238 |
2,018 | 245 |
2,019 | $ 193 |
Thereafter | |
Total | $ 907 |