Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 28, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | ||
Entity Central Index Key | 1,476,963 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 33,526,992 | ||
Trading Symbol | HTBX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 11,039,724 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 7,842,667 | $ 4,939,955 |
Investments, held to maturity (net) | 6,689,643 | |
Accounts receivable | 82,305 | |
Prepaid expenses and other current assets | 338,049 | 869,158 |
Total Current Assets | 8,263,021 | 12,498,756 |
Property and Equipment, net | 359,592 | 445,733 |
Other Assets | ||
Restricted cash | 101,171 | 101,151 |
Deposits | 69,798 | 69,798 |
Related party receivable | 103,017 | 58,017 |
Deferred financing costs | 44,307 | |
Total Other Assets | 273,986 | 273,273 |
Total Assets | 8,896,599 | 13,217,762 |
Current Liabilities | ||
Accounts payable | 290,058 | 1,980,676 |
Accrued expenses and other liabilities | 1,305,173 | 1,846,907 |
Current portion of long term debt | 3,133,958 | |
Total Current Liabilities | 1,595,231 | 6,961,541 |
Long Term Liabilities | ||
Long term debt, net of discount and current portion | 3,611,743 | |
Other long term liabilities | 461,434 | 149,748 |
Total Liabilities | 2,056,665 | 10,723,032 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 50,000,000 shares authorized, 26,204,390 and 8,424,641 issued and outstanding at December 31, 2016 and 2015, respectively | 4,926 | 1,366 |
Additional paid-in capital | 65,868,541 | 48,566,451 |
Accumulated deficit | (57,004,655) | (44,430,703) |
Accumulated other comprehensive loss | (72,231) | (86,584) |
Total Stockholders' Equity - Heat Biologics, Inc | 8,796,581 | 4,050,530 |
Non-Controlling Interest | (1,956,647) | (1,555,800) |
Total Stockholders' Equity | 6,839,934 | 2,494,730 |
Total Liabilities and Stockholders' Equity | $ 8,896,599 | $ 13,217,762 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 26,204,390 | 8,424,641 |
Common stock, shares outstanding | 26,204,390 | 8,424,641 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Licensing revenue | $ 341,643 | |
Operating expenses: | ||
Research and development | 9,330,677 | 16,666,335 |
General and administrative | 4,138,285 | 4,356,381 |
Total operating expenses | 13,468,962 | 21,022,716 |
Loss from operations | (13,127,319) | (21,022,716) |
Interest income | 31,142 | 66,091 |
Other income, net | 670,781 | 198,369 |
Interest expense | (549,403) | (363,629) |
Total non-operating income (expenses), net | 152,520 | (99,169) |
Net loss | (12,974,799) | (21,121,885) |
Net loss - non-controlling interest | (400,847) | (826,629) |
Net loss attributable to Heat Biologics, Inc. | $ (12,573,952) | $ (20,295,256) |
Net loss per share attributable to Heat Biologics, Inc.- basic and diluted | $ (0.71) | $ (2.53) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 17,586,210 | 8,015,687 |
Other comprehensive loss: | ||
Net loss | $ (12,974,799) | $ (21,121,885) |
Unrealized gain (loss) on foreign currency translation | 14,353 | (86,584) |
Total comprehensive loss | (12,960,446) | (21,208,469) |
Comprehensive loss attributable to non-controlling interest | (400,847) | (826,629) |
Comprehensive loss | $ (12,559,599) | $ (20,381,840) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | APIC [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 982 | $ 35,894,823 | $ (24,135,447) | $ (729,171) | $ 11,031,187 | |
Public offering, 9,100,000 and 1,886,000 shares, net of underwriters discounts | 377 | 11,400,493 | 11,400,870 | |||
Stock issuance costs | (302,460) | (302,460) | ||||
Cashless exercise of options, 6812 shares | ||||||
Stock-based compensation | 7 | 1,573,595 | 1,573,602 | |||
Other comprehensive gain (loss) | (86,584) | (86,584) | ||||
Net loss | (20,295,256) | (826,629) | (21,121,885) | |||
Balance at Dec. 31, 2015 | 1,366 | 48,566,451 | (44,430,703) | (86,584) | (1,555,800) | 2,494,730 |
Public offering, 9,100,000 and 1,886,000 shares, net of underwriters discounts | 1,820 | 6,285,430 | 6,287,250 | |||
Exercise of warrants, 3,863,429 shares | 773 | 3,862,656 | 3,863,429 | |||
Issuance of common stock, 4,791,377 shares | 958 | 7,081,568 | 7,082,526 | |||
Stock issuance costs | (510,185) | (510,185) | ||||
Stock-based compensation | 9 | 582,621 | 582,630 | |||
Other comprehensive gain (loss) | 14,353 | 14,353 | ||||
Net loss | (12,573,952) | (400,847) | (12,974,799) | |||
Balance at Dec. 31, 2016 | $ 4,926 | $ 65,868,541 | $ (57,004,655) | $ (72,231) | $ (1,956,647) | $ 6,839,934 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Public offering, shares | 9,100,000 | 1,886,000 |
Exercise of options, shares | 6,812 | |
Exercise of warrants, shares | 3,863,429 | |
Issuance of common stock, shares | 4,791,377 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12,974,799) | $ (21,121,885) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 132,077 | 115,307 |
Amortization of deferred financing costs and debt issuance costs | 218,827 | 101,563 |
Amortization of held to maturity investment premium | 32,733 | 142,442 |
Stock based compensation | 582,630 | 1,573,602 |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Accounts receivable | (82,440) | |
Prepaid expenses, restricted cash, and other current assets | 532,872 | (32,088) |
Deposits | (50,000) | |
Related party receivable | (45,000) | (9,375) |
Accounts payable | (1,690,048) | 642,332 |
Accrued expenses and other liabilities | (542,255) | 1,040,939 |
Other long term liabilities | 311,686 | 149,748 |
Net Cash Used in Operating Activities | (13,523,717) | (17,447,415) |
Cash Flows from Investing Activities | ||
Proceeds from maturities of short-term investments | 6,656,910 | 14,956,988 |
Purchases of short term investments | (11,090,091) | |
Purchase of property and equipment | (45,936) | (115,506) |
Net Cash Provided by Investing Activities | 6,610,974 | 3,751,391 |
Cash Flows from Financing Activities | ||
Proceeds from public offering, net of underwriting discounts | 6,287,250 | 11,400,870 |
Proceeds from the issuance of common stock, net of commissions | 7,082,526 | |
Proceeds from the exercise of warrants | 3,863,429 | |
Stock issuance costs | (488,585) | (302,460) |
Proceeds from issuance of long term debt, net | 4,470,975 | |
Payments on long term debt | (6,941,821) | (558,179) |
Net Cash Provided by Financing Activities | 9,802,799 | 15,011,206 |
Effect of exchange rate changes on cash and cash equivalents | 12,656 | (89,531) |
Net Increase in Cash and Cash Equivalents | 2,902,712 | 1,225,651 |
Cash and Cash Equivalents - Beginning of Period | 4,939,955 | 3,714,304 |
Cash and Cash Equivalents - End of Period | 7,842,667 | 4,939,955 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | 330,576 | 262,066 |
Supplemental Schedule of Noncash Investing and Financing Activities | ||
Cashless exercise of stock options | $ 32,588 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
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 an immuno-oncology company focused on developing novel allogeneic, off-the-shelf T cell-activating platform technologies to combat a wide range of cancers and infectious diseases. The Company currently has two drug candidates, one in a Phase 2 trial for non-muscle invasive bladder cancer (NMIBC), and one in a Phase 1b trial for non-small cell lung cancer (NSCLC). We believe the use of these technologies in combination with other immunotherapies has the potential to dramatically improve patient outcomes. 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. On October 25, 2016, Heat formed a wholly-owned subsidiary, Zolovax, Inc., to focus on the development of gp96-based vaccines targeting Zika, HIV, West Nile, dengue and yellow fever. Heats product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of Heats 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, 2016 | |
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 deficit of approximately $57 million as of December 31, 2016 and a net loss of approximately $12.9 million for the year ended December 31, 2016, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Companys ability to continue as a going concern within one year after the audited financial statements are issued. 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 (including through the at-the-market Issuance Sales Agreement (the FBR Sales Agreement) that it entered into with FBR Capital Markets & Co. (FBR) in August 2016, revised February 2017, and debt financings, partnerships, collaborations and other funding transactions. There can be no assurance that the Company will be able to meet the requirements for use of the FBR Sales Agreement or to complete any such transactions on acceptable terms or otherwise. On April 1, 2016, the Company implemented a cost-savings plan and focused corporate strategy involving reductions in headcount as well as a deferral of a portion of annual base salaries for the Companys leadership team to decrease operating costs. In September 2016, deferred salaries were reimbursed in full. These cost-saving measures are intended to significantly reduce the Companys cost structure and scale the organization appropriately for its current goals. The Company has, and plans to continue to direct its resources primarily to continue to monitor all patients enrolled in its Phase 2 clinical trial of HS-410 for the treatment of NMIBC for the next 12 months and to advance the Phase 1b trial evaluating HS-110 in combination with nivolumab, a Bristol-Myers Squibb PD-1 checkpoint inhibitor, for the treatment of NSCLC. If the Company is unable to obtain the necessary capital required to maintain operations, it will need to pursue a plan to 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, Heat Biologics Australia Pty Ltd, and Zolovax, Inc. 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, 2016 and 2015, 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 $101,171 and $101,151 at December 31, 2016 and 2015, 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 Companys lenders required a minimum $100,000 cash balance to be maintained with the lending bank to secure the Company credit card during 2016 and 2015. 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, 2016 and 2015, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2016 was $7,596,414. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. Deferred Financing Costs Deferred financing costs 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 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 Companys 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 Companys 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, 2016 or 2015. Marketing Marketing costs related to our clinical trials are expensed as incurred and are included in research and development expense in the consolidated statement of operations and comprehensive loss. Marketing expense totaled $82,644 and $304,038 for the years ended December 31, 2016 and 2015, 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 that requires the recognition of compensation expense for costs related to all stock-based payments, including stock options and restricted stock units. 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. The fair value of restricted stock units is estimated based on the closing price of the Company's stock on the date of grant, and for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for estimated forfeitures. 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, 2016 and 2015 represents the average time that options are expected to be outstanding based on the average of the vesting term and the contractual term of the option. 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 Miamis ownership in Heat I, for the years ended December 31, 2016 and 2015. Revenue Recognition The Company recognizes revenues from research and research and development agreements and license agreements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenues from contract research arrangements are recognized as costs are incurred. Contract research costs include all direct material costs, supplemental labor costs and fringe benefits. Revenue associated with nonrefundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue on a straight-line basis over the expected period of performance. For the year ended December 31, 2016 the Company recognized $341,643 in research funding revenue pursuant to its exclusive license agreement with Shattuck Labs, Inc. (Shattuck) pursuant to which Shattuck acquired the rights to take over the research and development of certain preclinical assets. This revenue was for research and development services, which include labor and supplies, provided to Shattuck. There was no revenue for the year ended December 31, 2015. Research and Development Research and development costs associated with developmental products not yet approved by the FDA as well as costs associated with bringing developmental products into advanced phase clinical trials as incurred. These costs consist primarily of pre-manufacturing and manufacturing drug costs, clinical trial execution, investigator payments, license fees, salaries, stock-based compensation and related personnel costs. Other costs include fees paid to consultants and outside service providers related to the development of the Companys product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates. Impact of Recently Issued Accounting Standards: In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-01, Business Combinations (Topic 805) In August 2016, the FASB issued Statement of Cash Flows (Topic 230)Restricted Cash The Company does not anticipate ASU 2016-18 to have a material impact to its consolidated financial statements. In August 2016, FASB issued ASU) No. 2016-15, Statement of Cash Flows (Topic 230). The guidance is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The effective date for the standard for public entities is for fiscal years beginning after December 15, 2017. Early adoption is permitted, provided all amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company does not anticipate ASU 2016-15 to have a material impact to its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital); 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; and 3) the option to elect to estimate forfeitures or account for them when they occur. ASU 2016-09 is effective for the Company beginning in the first quarter of 2017. Upon adoption of ASU 2016-09, the Company plans to account for forfeitures as incurred and expects this adoption along with the retrospective impact on its classification of cash flows between operating and financing activities to be immaterial. The Company believes the impact of recording excess tax benefits in income taxes in its consolidated statement of earnings may be material. The magnitude of such impact is dependent upon the Companys future stock price in relation to the fair value of awards on grant date and the Companys future grants of stock-based compensation. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). This ASU issued guidance to simplify the accounting for share-based payments. This new guidance (1) eliminates The Company does not expect the immediate recognition of income taxes under this standard to have a material impact on its statements of operations as it has recorded a full valuation allowance on all deferred tax assets. The Company is currently evaluating the impact of the remainder of this guidance on its financial statements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial statements or related footnote disclosures In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) In August 2014, FASB issued ASU Presentation of Financial StatementsGoing Concern Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 3 . Investments Investments in certain securities may be classified into three categories: · Held-to-maturity - · Trading securities - · Available-for-sale - 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. There were no investments as of December 31, 2016. This classification was based upon managements 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. Investments consist of short-term FDIC insured certificates of deposit, commercial paper rated A1/P1 or above and corporate notes and bonds rated A and above carried at amortized cost using the effective interest method. The following summarizes information about short-term investments at December 31, 2016 and 2015: Amortized Gross Estimated 2016 Certificates of deposit, commercial paper $ $ $ 2015 Certificates of deposit, commercial paper $ 6,689,643 $ 4,948 $ 6,684,695 As of December 31, 2015, the estimated fair value of the investments was less than the amortized cost. Because management intended 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, 2016 and 2015, respectively were as follows (in thousands): Less than Total 2016 Certificates of deposit, commercial paper $ $ 2015 Certificates of deposit, commercial paper $ 6,689,643 $ 6,689,643 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
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: December 31, 2016 2015 Lab equipment $ 587,366 $ 541,065 Computers 38,903 40,545 Furniture and fixtures 55,883 55,883 Total 682,152 637,493 Accumulated depreciation (322,560 ) (191,760 ) Property and equipment, net $ 359,592 $ 445,733 Depreciation expense totaled $132,077 and $115,307 for the years ended December 31, 2016 and 2015, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following at: December 31, 2016 2015 Accrued clinical trial expenses $ 580,218 $ 1,192,936 Compensation and related benefits 642,532 561,082 Deferred rent 42,423 52,889 Patent fees 40,000 40,000 $ 1,305,173 $ 1,846,907 |
Debt Issuance Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2016 | |
Debt Issuance Costs [Abstract] | |
Debt Issuance Costs | 6. Debt Issuance Costs During 2014, the Company recorded $323,021 to debt discount for the initial fair value of the warrant to purchase common stock and $27,500 to deferred financing costs related to third party fees paid in connection to the Square 1 Bank loan, which were being amortized over the 42 month term of the loan. The Company paid the loan off in its entirety in December 2016 and the remaining balance of the debt discount and deferred financing costs were recognized at that time. Total amortization expense for the debt issuance costs was $218,827 and $101,563 during fiscal year 2016 and 2015, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
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 provided 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 was 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 Banks 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, 2015, the Company had drawn down the entire $7.5 million available under the Loan. In December 2016, the Company paid the loan in full and it was terminated. The Loan accrued interest monthly at an interest rate of 3.05% plus the prime rate or 6.30% per annum, whichever was greater. During the year ended December 31, 2015, the Company made $0.6 million in principal payments and $0.3 million in interest payments on the outstanding loan. During the year ended December 31, 2016, the Company made approximately $6.8 million in principal payments, net of discount. In connection with the Loan, in August 2014, the Company issued Square 1 Bank a warrant exercisable for 52,695 shares of the Companys common stock at an exercise price of $4.27. In accordance with ASC 480-10, Distinguishing Liabilities from Equity |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2016 | |
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 “ ” ImPACT ® · 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. In July 2016, the Company and the University entered into an amendment replacing the milestone payment of $250,000 by the earlier of May 31, 2017 or approval of a BLA for the lung cancer vaccine with a payment of $500,000 upon approval of an NDA for a lung cancer vaccine covered by Patent Rights. · In August 2009, Heat I and the University entered into a second amendment ( “ ” · 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 ( “ ” · On February 18, 2011, Heat I entered into a license agreement ( “ ” · On February 18, 2011, Heat I entered into a license agreement ( “ ” · In addition, Heat entered into an agreement for “ ” ImPACT ® · On October 25, 2016, the Company entered into the University of Miami for the license and development of intellectual property related to its gp96 platform to target the Zika virus and other infectious diseases. As consideration for the rights granted in this license agreement the Company is obligated to pay the University an upfront license fee of $20,000 and nominal annual maintenance fees over the initial ten years that total $82,000 and increasing thereafter. The Company is obligated to pay royalties equal to a percentage (mid-single digits) of net sales of products covered by the patent-relayed rights, subject to reduction if additional licenses from third parties are required to commercialize licensed products · 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 ( “ ” · 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. · In June 2016, the Company entered into an exclusive license agreement with Shattuck Labs, Inc. ( “ ” . Future minimum royalty payments as of December 31, 2016 are as follows (in thousands): Year ended December 31, 2017 91 2018 61 2019 30 2020 57 2021 32 Total $ 271 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015. As of December 31, 2016 and 2015, 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, 2016 and 2015. Of the 50,000,000 common stock shares 26,204,390 and 8,424,641 were issued and outstanding as of December 31, 2016 and 2015, 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 Companys 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. Financings On August 15, 2016, Heat Biologics, Inc. (the Company) and FBR Capital Markets & Co. (FBR) entered into an At Market Issuance Sales Agreement (the FBR Sales Agreement) pursuant to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.0002 per share, having an aggregate offering price of up to $10.5 million through FBR, as sales agent. The Company may sell shares of its common stock through FBR by any method permitted that is deemed an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), including sales made directly on or through the NASDAQ Capital Market, the existing trading market for the Companys common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices, and/or any other method permitted by law. Sales of shares of common stock are made pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-199274) filed with the U.S. Securities and Exchange Commission (SEC), the base prospectus, dated October 23, 2014, filed as part of such registration statement and the prospectus supplement, dated August 15, 2016. FBR is entitled to compensation at a fixed commission rate up to 3.0% of the gross proceeds per share sold through it as sales agent under the sales agreement. Beginning in August 2016 and through December 31, 2016, the Company sold 4,791,377 shares of common stock under the FBR Sales Agreement resulting in net proceeds of approximately $6.8 million, after FBRs commission and other expenses of $0.3 million. On March 23, 2016, the Company closed the issuance and sale of 9,100,000 shares of the Companys common stock and warrants to purchase up to an aggregate of 6,825,000 shares of its common stock, at a combined public offering price of $0.75 per share and related warrant (the Offering). The warrants are exercisable immediately upon issuance, expire five years after the date of issuance and have an exercise price of $1.00 per share. The net proceeds to the Company from the Offering excluding exercise of warrants, were approximately $6.1 million after deducting underwriting discounts, commissions, and other third party offering expenses. For the year ended December 31, 2016, the Company has raised approximately $3.9 million from the exercise of 3,863,429 warrants. In connection with the Offering, the Company entered into an Underwriting Agreement (the Underwriting Agreement) with Roth Capital Partners, LLC and Aegis Capital Corp., as representatives (the Representatives) of the several underwriters (collectively, the Underwriters). 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. 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 Companys 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 On December 30, 2016 the Company granted 75,000 restricted stock units to the Chief Executive Officer in which 25%, (18,750 restricted stock units) vested immediately and the remainder will vest on each anniversary of the grant date over a three year period. Additionally, the Company issued 5,000 shares to one of its employees during the year ended December 31, 2016. The Company recognized $24,278 in stock-based compensation expense for employees related to restricted stock awards during the year ended December 31, 2016. There was no restricted share expense for employees prior to this period. The Company recognized stock-based compensation related to issuance of restricted stock to nonemployees in exchange for services totaling $27,996 and $78,815 for the years ended December 31, 2016 and 20015, respectively. Common Stock Warrants In connection with the March 23, 2016 public offering, the Company issued 9,100,000 shares of common stock and warrants to purchase 6,825,000 shares of common stock. Each share of common stock was sold together with a warrant to purchase 0.75 of a share of common stock. The warrants have an exercise price of $1.00 per share and expire five years from the issuance date. T hese warrants do not meet the criteria required to be classified as liability awards and therefore the Company . Common Stock Warrants Outstanding, December 31, 2014 142,392 Outstanding, December 31, 2015 142,392 March 23, 2016 public offering 6,825,000 Exercised (3,863,429) Expired Outstanding, December 31, 2016 3,103,963 In connection with our July 23, 2013 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 expire five years from the issuance date. 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. In February 2014, 15,218 warrants were exercised in cashless transactions that resulted in the issuance of 14,318 shares of common stock and 17,392 are outstanding. The Company has a total of 3,103,963 warrants outstanding at a weighted average exercise price of $1.46 to purchase its common stock as of December 31, 2016. These warrants are summarized as follows: Issuance Date Number of Shares Exercise Price Expiration Date 3/10/2011 17,392 $ 0.48 3/10/2021 7/23/2013 125,000 $12.50 7/23/2018 3/23/2016 2,961,571 $ 1.00 3/23/2021 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, 2016 and 2015, there were 249,767 and 553,105 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, 2016 and 2015, there were 886,986 and 661,581 stock options outstanding under the 2014 Plan, respectively. As of December 31, 2016, there are 2,242,534 stock options remaining available for grant under the Plans. The following table summarizes the components of the Companys stock-based compensation included in net loss: For the years ended December 31, 2016 2015 Employee stock options $ 527,697 $ 924,343 Non-employee stock options 2,664 570,445 Employee stock awards 24,276 Non-employee stock awards 27,993 78,814 $ 582,630 $ 1,573,602 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, 2016 2015 Dividend yield 0.0 % 0.0 % Expected volatility 72.95-78.54 % 72.4-107.6 % Risk-free interest rate 1.36-2.25 % 1.69-2.27 % Expected term (years) 5.4-6.3 6.25 10 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 Companys stock option grants are expected to be outstanding. The Company elected to utilize the simplified method to estimate the expected term. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. Expected dividend yield was considered to be 0% in the option pricing formula since the Company had not paid any dividends and had no plans to do so in the future. As required by ASC 718, the Company reviews recent forfeitures and stock compensation expense. Additionally, the Company conducts a sensitivity analysis. Based on these evaluations the Company currently does not apply a forfeiture rate. The Company recognized $530,361 and $1,494,788 in stock-based compensation expense for the years ended December 31, 2016 and 2015, respectively, for the Companys stock option awards. The following tables summarize the stock option activity for the year ended December 31, 2016: Shares Weighted Average Exercise Price Outstanding, December 31, 2015 1,214,686 $ 4.93 Granted 531,339 $ 1.99 Exercised $ Forfeited/Expired (609,272 ) $ 4.23 Outstanding, December 31, 2016 1,136,753 $ 3.93 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2016 and 2015 was $1.29 and $3.20, respectively. The total fair value of stock options that vested during the year ended December 31, 2016 was approximately $4,636,660. The following table summarizes information about stock options outstanding at December 31, 2016: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2016 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2016 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1,136,753 7.8 $3.93 699,334 7.0 $4.76 As of December 31, 2016, the unrecognized stock-based compensation expense related to unvested stock options was approximately $2.0 million that is expected to be recognized over a weighted average period of approximately 21.2 months. Total stock-based compensation expense including restricted stock, stock options, and common stock was $582,630 and $1,573,602 for the years ended December 31, 2016 and 2015, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Current expense: Federal $ $ State Deferred expense (benefit): Federal $ $ State Total $ $ The differences between the Companys consolidated income tax expense attributable to continuing operations and the expense computed at the 34% United States statutory income tax rate were as follows: Years ended December 31, 2016 2015 Federal income tax expense at statutory rate $ (4,411,000 ) $ (7,182,000 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit 69,000 (420,000 ) Foreign rate differential (18,000 ) 64,000 Non-deductible expenses 8,000 — Prior-period true-up 547,000 (489,000 ) Research & development credit (575,000 ) (171,000 ) Stock-based compensation 113,000 194,000 Other (1,000 ) — Increase in valuation allowance 4,268,000 8,004,000 $ — $ — 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: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 19,303,020 $ 15,758,242 Research & development credit 1,557,475 982,429 Stock-based compensation 838,297 791,109 Other 203,661 100,126 Deferred tax assets 21,902,453 17,631,906 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (41,953) (39,758 ) Deferred tax liabilities: (41,953) (39,758 ) Valuation allowance (21,860,500) (17,592,148 ) Net deferred income taxes $ $ At December 31, 2016 and December 31, 2015, the Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and managements 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 $17,592,148 at December 31, 2015 to $21,860,500 at December 31, 2016. The increase in valuation allowance was due primarily to the increase in net operating loss carryforwards. At December 31, 2016, the Company has federal net operating loss carryforwards of $53,306,736, 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 $48,370,787, which are available to offset future state taxable income. State net operating losses begin to expire in 2024. The Company has various foreign net operating loss carryforwards of $721,519. 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 2015. Potential 382 Limitation The Companys ability to utilize its net operating loss (NOL) and research and development (R&D) credit carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether one or more ownership changes have occurred since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Companys stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | |
Related Party | 11. Related Party Transactions The Company compensates its board members. Board members received between approximately $61,000 and $118,000 and $40,000 and $43,750 for services rendered during 2016 and 2015, respectively. The Company had a related party payable balance of $0 as of December 31, 2016 and 2015. The Company had a related party receivable balance of $103,017 and $58,017 as of December 31, 2016 and 2015, respectively. This related party receivable reflects a percent of labor that the Company’s former Chief Scientific Officer, Dr. Schreiber performed on behalf of the Company’s former subsidiary Pelican, Inc. Subsequent to year end, the Company entered into an agreement to purchase 80% of the outstanding stock of Pelican, Inc. on a fully diluted basis. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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 attributable 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, 2016 and 2015, all of the Company ’ The following table reconciles net loss to net loss attributable to Heat Biologics, Inc.: For the years ended December 31, 2016 2015 Net loss $ (12,974,799 ) $ (21,121,885 ) Net loss - Non-controlling interest (400,847 ) (826,629 ) Net loss attributable to Heat Biologics, Inc. $ (12,573,952 ) $ (20,295,256 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders — 17,586,210 8,015,687 Net loss per share attributable to Heat Biologics, Inc — $ (0.71 ) $ (2.53 ) 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, 2016 2015 Outstanding stock options 1,136,753 1,214,686 Unvested restricted stock units 56,250 — Outstanding common stock warrants 3,103,963 142,392 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 $259,050 and $175,685, for the years ended December 31, 2016 and 2015, respectively. The Company ’ Years ending December 31, 2017 225,411 2018 232,173 2019 196,727 Thereafter — Total $ 654,311 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On March 7, 2017, Heat Biologics, Inc. (Heat) entered into a Stock Purchase Agreement (the Purchase Agreement) with Pelican Therapeutics, Inc. (Pelican), and certain stockholders in Pelican (the Majority Pelican Stockholders) to purchase outstanding capital stock of Pelican (the Acquisition). Pelican is a biotechnology company focused on the development and commercialization of monoclonal antibody and fusion protein-based therapies that are designed to activate the immune system. Under the Purchase Agreement, it is a condition to closing that holders of at least 80% of the outstanding capital stock of Pelican on a fully diluted basis participate in the Acquisition. Heat and Pelican intend to provide all Pelican stockholders with the opportunity to participate in the Acquisition by executing Joinder Agreement pursuant to which they will become a party to the Purchase Agreement and agree to sell at least 80% (and up to 100%) of their shares. In order to participate in the Acquisition, Pelican stockholders must return executed Joinder Agreement and other related documents to Pelican by the closing of the transaction, which is currently expected to occur no later than April 30, 2017. The Majority Pelican Stockholders own 75.5% of the fully diluted Pelican shares and have agreed to backstop the Acquisition and sell additional shares of Pelican common stock in the Acquisition (up to 100% of their shares) in order to enable Heat to acquire 80% of the outstanding capital stock of Pelican on a fully diluted basis. As of the date hereof, stockholders of Pelican holding in excess of 80% of the outstanding capital stock of Pelican on a fully diluted basis, which includes the Majority Pelican Stockholders, have entered into Purchase Agreements and agreed to sell up to 100% of their shares in order to enable us to acquire 80% of the outstanding capital stock of Pelican on a fully diluted basis. On March 15, 2017, Heat Biologics, Inc. (the Company) received written notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (NASDAQ) notifying the Company that for the preceding 30 consecutive business days (January 30, 2017 through March 14, 2017), the Companys common stock did not maintain a minimum closing bid price of $1.00 (Minimum Bid Price Requirement) per share as required by NASDAQ Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Companys common stock and the common stock will continue to trade on The NASDAQ Capital Market under the symbol HTBX. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until September 11, 2017, to regain compliance with NASDAQ Listing Rule 5550(a)(2). Compliance can be achieved automatically and without further action if the closing bid price of the Companys stock is at or above $1.00 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum Bid Price Requirement by September 11, 2017, the Company may be eligible for additional time to comply. In order to be eligible for such additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify NASDAQ in writing of its intention to cure the deficiency during the second compliance period. The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the NASDAQ listing requirements, including such actions as effecting a reverse stock split to maintain its NASDAQ listing. On March 28, 2017, the Company closed on an underwritten public offering (the Offering) of 5,000,000 shares of the Companys common stock, at an offering price of $0.80 per share and on March 30, 2017 issued an additional 750,000 shares in the Offering in connection with the underwriters exercise of their over-allotment option. The net proceeds to the Company from the Offering were approximately $4.1 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. Aegis Capital Corp. (Aegis) acted as the sole book-running manager for the offering. The Underwriting Agreement with Aegis contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Aegis, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions. The Underwriting Agreement is filed as Exhibit 1.1 to the Form 8-K filed March 23, 2017. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 deficit of approximately $57 million as of December 31, 2016 and a net loss of approximately $12.9 million for the year ended December 31, 2016, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Companys ability to continue as a going concern within one year after the audited financial statements are issued. 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 (including through the at-the-market Issuance Sales Agreement (the FBR Sales Agreement) that it entered into with FBR Capital Markets & Co. (FBR) in August 2016, revised February 2017, and debt financings, partnerships, collaborations and other funding transactions. There can be no assurance that the Company will be able to meet the requirements for use of the FBR Sales Agreement or to complete any such transactions on acceptable terms or otherwise. On April 1, 2016, the Company implemented a cost-savings plan and focused corporate strategy involving reductions in headcount as well as a deferral of a portion of annual base salaries for the Companys leadership team to decrease operating costs. In September 2016, deferred salaries were reimbursed in full. These cost-saving measures are intended to significantly reduce the Companys cost structure and scale the organization appropriately for its current goals. The Company has, and plans to continue to direct its resources primarily to continue to monitor all patients enrolled in its Phase 2 clinical trial of HS-410 for the treatment of NMIBC for the next 12 months and to advance the Phase 1b trial evaluating HS-110 in combination with nivolumab, a Bristol-Myers Squibb PD-1 checkpoint inhibitor, for the treatment of NSCLC. If the Company is unable to obtain the necessary capital required to maintain operations, it will need to pursue a plan to 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, Heat Biologics Australia Pty Ltd, and Zolovax, Inc. 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, 2016 and 2015, 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 $101,171 and $101,151 at December 31, 2016 and 2015, 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 Companys lenders required a minimum $100,000 cash balance to be maintained with the lending bank to secure the Company credit card during 2016 and 2015. |
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, 2016 and 2015, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2016 was $7,596,414. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs 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 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 Companys 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 Companys 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, 2016 or 2015. |
Marketing | Marketing Marketing costs related to our clinical trials are expensed as incurred and are included in research and development expense in the consolidated statement of operations and comprehensive loss. Marketing expense totaled $82,644 and $304,038 for the years ended December 31, 2016 and 2015, 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 | Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employee directors using a fair value method that requires the recognition of compensation expense for costs related to all stock-based payments, including stock options and restricted stock units. 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. The fair value of restricted stock units is estimated based on the closing price of the Company's stock on the date of grant, and for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for estimated forfeitures. 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, 2016 and 2015 represents the average time that options are expected to be outstanding based on the average of the vesting term and the contractual term of the option. 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 Miamis ownership in Heat I, for the years ended December 31, 2016 and 2015. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues from research and research and development agreements and license agreements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenues from contract research arrangements are recognized as costs are incurred. Contract research costs include all direct material costs, supplemental labor costs and fringe benefits. Revenue associated with nonrefundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue on a straight-line basis over the expected period of performance. For the year ended December 31, 2016 the Company recognized $341,643 in research funding revenue pursuant to its exclusive license agreement with Shattuck Labs, Inc. (Shattuck) pursuant to which Shattuck acquired the rights to take over the research and development of certain preclinical assets. This revenue was for research and development services, which include labor and supplies, provided to Shattuck. There was no revenue for the year ended December 31, 2015. |
Research and Development | Research and Development Research and development costs associated with developmental products not yet approved by the FDA as well as costs associated with bringing developmental products into advanced phase clinical trials as incurred. These costs consist primarily of pre-manufacturing and manufacturing drug costs, clinical trial execution, investigator payments, license fees, salaries, stock-based compensation and related personnel costs. Other costs include fees paid to consultants and outside service providers related to the development of the Companys product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards: In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-01, Business Combinations (Topic 805) In August 2016, the FASB issued Statement of Cash Flows (Topic 230)Restricted Cash The Company does not anticipate ASU 2016-18 to have a material impact to its consolidated financial statements. In August 2016, FASB issued ASU) No. 2016-15, Statement of Cash Flows (Topic 230). The guidance is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The effective date for the standard for public entities is for fiscal years beginning after December 15, 2017. Early adoption is permitted, provided all amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company does not anticipate ASU 2016-15 to have a material impact to its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital); 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; and 3) the option to elect to estimate forfeitures or account for them when they occur. ASU 2016-09 is effective for the Company beginning in the first quarter of 2017. Upon adoption of ASU 2016-09, the Company plans to account for forfeitures as incurred and expects this adoption along with the retrospective impact on its classification of cash flows between operating and financing activities to be immaterial. The Company believes the impact of recording excess tax benefits in income taxes in its consolidated statement of earnings may be material. The magnitude of such impact is dependent upon the Companys future stock price in relation to the fair value of awards on grant date and the Companys future grants of stock-based compensation. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). This ASU issued guidance to simplify the accounting for share-based payments. This new guidance (1) eliminates The Company does not expect the immediate recognition of income taxes under this standard to have a material impact on its statements of operations as it has recorded a full valuation allowance on all deferred tax assets. The Company is currently evaluating the impact of the remainder of this guidance on its financial statements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial statements or related footnote disclosures In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) In August 2014, FASB issued ASU Presentation of Financial StatementsGoing Concern Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Held-To-Maturity Investments Estimated Fair Value of Investments | The following summarizes information about short-term investments at December 31, 2016 and 2015: Amortized Gross Estimated 2016 Certificates of deposit, commercial paper $ $ $ 2015 Certificates of deposit, commercial paper $ 6,689,643 $ 4,948 $ 6,684,695 |
Schedule of Maturities of Held-To-Maturity Investments | The maturities of held-to-maturity investments at December 31, 2016 and 2015, respectively were as follows (in thousands): Less than Total 2016 Certificates of deposit, commercial paper $ $ 2015 Certificates of deposit, commercial paper $ 6,689,643 $ 6,689,643 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: December 31, 2016 2015 Lab equipment $ 587,366 $ 541,065 Computers 38,903 40,545 Furniture and fixtures 55,883 55,883 Total 682,152 637,493 Accumulated depreciation (322,560 ) (191,760 ) Property and equipment, net $ 359,592 $ 445,733 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and other payables | Accrued expenses consist of the following at: December 31, 2016 2015 Accrued clinical trial expenses $ 580,218 $ 1,192,936 Compensation and related benefits 642,532 561,082 Deferred rent 42,423 52,889 Patent fees 40,000 40,000 $ 1,305,173 $ 1,846,907 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
License Agreements Tables | |
Schedule of Future Minimum Royalty Payments | Future minimum royalty payments as of December 31, 2016 are as follows (in thousands): Year ended December 31, 2017 91 2018 61 2019 30 2020 57 2021 32 Total $ 271 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Warrants Outstanding Table | Common Stock Warrants Outstanding, December 31, 2014 142,392 Outstanding, December 31, 2015 142,392 March 23, 2016 public offering 6,825,000 Exercised (3,863,429) Expired Outstanding, December 31, 2016 3,103,963 |
Summary of Common Stock Warrants by Exercise Price Range | The Company has a total of 3,103,963 warrants at a weighted average price of $1.46 to purchase its common stock outstanding as of December 31, 2016. These warrants are summarized as follows: Issuance Date Number of Shares Exercise Price Expiration Date 3/10/2011 17,392 $ 0.48 3/10/2021 7/23/2013 125,000 $12.50 7/23/2018 3/23/2016 2,961,571 $ 1.00 3/23/2021 |
Schedule of Components of Stock-based Compensation Included in Net Loss | As of December 31, 2016, there are 2,242,534 stock options remaining available for grant under the Plans. The following table summarizes the components of the Company ’ For the years ended December 31, 2016 2015 Employee stock options $ 527,697 $ 924,343 Non-employee stock options 2,664 570,445 Employee stock awards 24,276 — Non-employee stock awards 27,993 78,814 $ 582,630 $ 1,573,602 |
Schedule of Stock Option Valuation Assumptions | The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following assumptions for stock options granted during the years ended: December 31, 2016 2015 Dividend yield 0.0 % 0.0 % Expected volatility 72.95-78.54 % 72.4-107.6 % Risk-free interest rate 1.36-2.25 % 1.69-2.27 % Expected term (years) 5.4 - 6.3 6.25 – |
Schedule of Stock Option Activity | Shares Weighted Average Exercise Price Outstanding, December 31, 2015 1,214,686 $ 4.93 Granted 531,339 $ 1.99 Exercised — $ — Forfeited/Expired 609,272 $ 4.23 Outstanding, December 31, 2016 1,136,753 $ 3.93 |
Schedule of Options Outstanding, Vested and Exercisable | Options Outstanding Options Vested and Exercisable Balance as of 12/31/2016 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2016 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1,136,753 7.8 $3.93 699,334 7.0 $4.76 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Tables | |
Schedule of Components of Income Tax Expense | The components of income tax expense (benefit) attributable to continuing operations are as follows: Years ended December 31, 2016 2015 Current expense: Federal $ — $ — State — — Deferred expense (benefit): Federal $ — $ — State — — Total $ — $ — |
Schedule of Income Tax Rate Reconciliation | Years ended December 31, 2016 2015 Federal income tax expense at statutory rate $ (4,411,000 ) $ (7,182,000 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit 69,000 (420,000 ) Foreign rate differential (18,000 ) 64,000 Non-deductible expenses 8,000 — Prior-period true-up 547,000 (489,000 ) Research & development credit (575,000 ) (171,000 ) Stock-based compensation 113,000 194,000 Other (1,000 ) — Increase in valuation allowance 4,268,000 8,004,000 $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 19,303,020 $ 15,758,242 Research & development credit 1,557,475 982,429 Stock-based compensation 838,297 791,109 Other 203,661 100,126 Deferred tax assets 21,902,453 17,631,906 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (41,953) (39,758 ) Deferred tax liabilities: (41,953) (39,758 ) Valuation allowance (21,860,500) (17,592,148 ) Net deferred income taxes $ $ |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | For the years ended December 31, 2016 2015 Net loss $ (12,974,799 ) $ (21,121,885 ) Net loss -Non-controlling interest (400,847 ) (826,629 ) Net loss attributable to Heat Biologics, Inc. $ (12,573,952 ) $ (20,295,256 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders — 17,586,210 8,015,687 Net loss per share attributable to Heat Biologics, Inc — $ (0.71 ) $ (2.53 ) |
Schedule of Potentially Dilutive Securities | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: For the years ended December 31, 2016 2015 Outstanding stock options 1,136,753 1,214,686 Unvested restricted stock units 56,250 — Outstanding common stock warrants 3,103,963 142,392 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company ’ Years ending December 31, 2017 225,411 2018 232,173 2019 196,727 Thereafter — Total $ 654,311 |
Organization (Details)
Organization (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
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 ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated deficit | $ 57,004,655 | $ 44,430,703 |
Net loss | 12,573,952 | 20,295,256 |
Restricted cash | 101,171 | 101,151 |
Minimum cash balance to pay trademark fees | 1,000 | 1,000 |
Minimum cash balance with lending bank | 100,000 | 100,000 |
Cash balance insured | 250,000 | |
Cash balance uninsured | 7,596,414 | |
Marketing Expense | 82,644 | $ 304,038 |
Research funding revenue | $ 341,643 | |
Lab Equipment [Member] | ||
Useful life | P5Y | |
Computer Equipment [Member] | ||
Useful life | P5Y | |
Furniture and Fixtures [Member] | ||
Useful life | P7Y | |
Heat Biologics I, Inc [Member] | ||
Ownership interest in subsidiary | 92.50% | 92.50% |
Investments (Schedule of Held-T
Investments (Schedule of Held-To-Maturity Investments) (Details) - Certificates of Deposit Commercial Paper [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Amortized Cost | $ 6,689,643 | |
Gross Unrealized Losses | 4,948 | |
Estimated Fair Value | 6,684,695 | |
Less than 1 year | 6,689,643 | |
Total | $ 6,689,643 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 682,152 | $ 637,493 |
Accumulated depreciation | (322,560) | (191,760) |
Property and equipment, net | 359,592 | 445,733 |
Depreciation expense | $ 132,077 | 115,307 |
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 | |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 587,366 | 541,065 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 38,903 | 40,545 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 55,883 | $ 55,883 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Accrued clinical trial expenses | $ 580,218 | $ 1,192,936 |
Compensation and related benefits | 642,532 | 561,082 |
Deferred rent | 42,423 | 52,889 |
Patent fees | 40,000 | 40,000 |
Accrued expenses | $ 1,305,173 | $ 1,846,907 |
Debt Issuance Costs (Narrative)
Debt Issuance Costs (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization expense for debt issuance costs | $ 218,827 | $ 101,563 | |
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term | 42 months | ||
Secured Debt [Member] | Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount | $ 200,000 | $ 323,021 | |
Deferred financing cost | $ 27,500 |
Notes Payable (Square 1 Bank Lo
Notes Payable (Square 1 Bank Loan) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2016 | Dec. 31, 2014 | Aug. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Exercise price of warrants | $ 1 | |||||
Number of shares of common stock issuable through warrants | 6,825,000 | |||||
Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal made during period | $ 6,800,000 | $ 600,000 | ||||
Interest paid during period | 300,000 | |||||
Exercise price of warrants | $ 4.27 | |||||
Number of shares of common stock issuable through warrants | 52,695 | |||||
Secured Debt [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 7,500,000 | |||||
Debt instrument, interest rate | 6.30% | |||||
Secured Debt [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 3.05% | |||||
Secured Debt [Member] | Tranche One Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 1,500,000 | |||||
Secured Debt [Member] | Tranche Two Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 1,500,000 | |||||
Secured Debt [Member] | Tranche Three Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 2,250,000 | |||||
Secured Debt [Member] | Tranche Four Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 2,250,000 | |||||
Secured Debt [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||
Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued from cashless exercise of warrant | 17,664 | |||||
Fair value of the warrant | $ 300,000 | |||||
Warrant [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | $ 200,000 | $ 323,021 |
License Agreements (Narrative)
License Agreements (Narrative) (Details) - USD ($) | Sep. 23, 2014 | Oct. 25, 2016 | Jun. 30, 2016 | Jul. 31, 2011 | Apr. 30, 2011 | Feb. 28, 2011 | Jun. 30, 2009 | Apr. 30, 2009 | Dec. 31, 2016 | May 30, 2017 | Dec. 31, 2015 | Dec. 31, 2014 | 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 | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||||||
Minimum royalty payment for remainer life of agreement, per year | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||||
Milestone payment | 1,000 | $ 500,000 | |||||||||||||||
Milestone payment upon the first commercial sale | 200,000 | ||||||||||||||||
Milestone payment upon annual net sales of $100,000,000 or more | 500,000 | $ 250,000 | |||||||||||||||
Option fees | $ 2,000 | ||||||||||||||||
Exercise of stock options | $ 10,000 | ||||||||||||||||
Maintenance fee | $ 82,000 | ||||||||||||||||
Upfront fee | $ 20,000 | ||||||||||||||||
Phase 1 Trial [Member] | |||||||||||||||||
Milestone payment | 25,000 | ||||||||||||||||
Phase 2 Trial [Member] | |||||||||||||||||
Milestone payment | 40,000 | ||||||||||||||||
Phase 3 Trial [Member] | |||||||||||||||||
Milestone payment | 75,000 | ||||||||||||||||
License agreement ("SS114A") [Member] | |||||||||||||||||
Reimbursement of for past patent fees | $ 37,381 | ||||||||||||||||
License Agreement ("143") [Member] | |||||||||||||||||
Reimbursement of for past patent fees | 50,000 | ||||||||||||||||
License Agreement ("J110") [Member] | |||||||||||||||||
Reimbursement of for past patent fees | 10,000 | ||||||||||||||||
License Agreement for Multiple Myeloma [Member] | |||||||||||||||||
License Costs | $ 5,000 | 7,500 | |||||||||||||||
Maintenance fee | 3,000 | 5,000 | |||||||||||||||
Annual maintenance fee increased | $ 50,000 | ||||||||||||||||
License Agreement for Multiple Myeloma [Member] | Maximum [Member] | |||||||||||||||||
Maintenance fee | $ 30,000 | ||||||||||||||||
Not For Profit Corporation Fee Two [Member] | |||||||||||||||||
License Costs | $ 50,000 | ||||||||||||||||
Patents [Member] | License Agreement ("143") [Member] | |||||||||||||||||
License Costs | 14,158 | ||||||||||||||||
Patents [Member] | License Agreement ("J110") [Member] | |||||||||||||||||
License Costs | $ 1,055 | ||||||||||||||||
Not For Profit Corporation Fee One [Member] | |||||||||||||||||
License Costs | $ 5,000 | ||||||||||||||||
Shattuck Labs, Inc. ("Shattuck") Member | |||||||||||||||||
License Costs | $ 50,000 | ||||||||||||||||
SubsidiaryOneMember | Not For Profit Corporation Fee Two [Member] | |||||||||||||||||
Percentage of issued and outstanding stock owned | 7.50% |
License Agreements (Schedule of
License Agreements (Schedule of Future Minimum Royalty Payments) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
License Agreements [Abstract] | |
2,017 | $ 91 |
2,018 | 61 |
2,019 | 30 |
2,020 | 57 |
2,021 | 32 |
Total | $ 271 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Aug. 15, 2016 | Mar. 10, 2015 | Dec. 30, 2016 | Mar. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||
Preferred Stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Minimum net proceeds from public offering for automatic conversion | $ 15,000,000 | $ 15,000,000 | |||||
Shares issuable upon conversion of preferred stock | 0.4348 | 0.4348 | |||||
Issuance of preferred stock, shares | 9,100,000 | 1,886,000 | |||||
Common stock, par value per share | $ 0.0002 | $ 0.0002 | $ 0.0002 | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock, shares issued | 26,204,390 | 26,204,390 | 8,424,641 | ||||
Common stock, shares outstanding | 26,204,390 | 26,204,390 | 8,424,641 | ||||
Shares issued for initial public offering | 1,640,000 | ||||||
Additional shares issued for initial public offering | 246,000 | ||||||
Price per share | $ 6.50 | $ 0.75 | |||||
Proceeds from initial public offering, net | $ 11,100,000 | ||||||
Stock based compensation | $ 582,630 | $ 1,573,602 | |||||
Restricted stock granted | 531,339 | ||||||
Proceeds from sale of common stock | $ 6,100,000 | $ 7,082,526 | |||||
Number of shares sold | 9,100,000 | ||||||
Warrants to purchase common stock | 6,825,000 | ||||||
Exercise price of warrants | $ 1 | ||||||
Proceeds from exercise of warrants | $ 3,863,429 | ||||||
Warrants exercised | 3,863,429 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Price per share | $ 2.10 | $ 2.10 | |||||
Preferred stock, dividend amount per share | $ 4.83 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate | 5.00% | ||||||
Series B1 Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Price per share | 2.67 | $ 2.67 | |||||
Preferred stock, dividend amount per share | 6.14 | ||||||
Preferred stock, liquidation preference | 6.14 | 6.14 | |||||
Series B2 Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Price per share | 5 | 5 | |||||
Preferred stock, dividend amount per share | 11.50 | ||||||
Preferred stock, liquidation preference | $ 11.50 | $ 11.50 | |||||
Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value per share | $ 0.0002 | ||||||
Common stock sales agreement amount | $ 10,500,000 | ||||||
Proceeds from sale of common stock | $ 6,800,000 | ||||||
Commission rate percentage | 3.00% | ||||||
Number of shares sold | 4,791,377 | ||||||
Commissions and other expenses | $ 300,000 | ||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||
Class of Stock [Line Items] | |||||||
Restricted stock granted | 75,000 | ||||||
Vested restricted stock | 18,750 | ||||||
Restricted Stock [Member] | Employees [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock based compensation | $ 24,278 | ||||||
Restricted stock granted | 5,000 | ||||||
Restricted Stock [Member] | Non Employees [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock based compensation | $ 27,996 | $ 78,815 | |||||
Restricted Stock [Member] | Vesting immediately [Member] | |||||||
Class of Stock [Line Items] | |||||||
Vesting percentage | 25.00% |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Warrants) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 23, 2016 | Sep. 30, 2014 | Feb. 28, 2014 | Jul. 23, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued | 26,204,390 | 8,424,641 | |||||
Number of shares of common stock issuable through warrants | 6,825,000 | ||||||
Exercise price of warrant liabilities | $ 1 | ||||||
Fair value of common stock | $ 4,926 | $ 1,366 | |||||
Common Stock Warrants | |||||||
Weighted average price | $ 3.93 | $ 4.93 | |||||
Common Stock Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant outstanding | 2,961,571 | ||||||
Common stock shares issued | 9,100,000 | ||||||
Number of shares of common stock issuable through warrants | 6,825,000 | 15,218 | 125,000 | 3,863,429 | |||
Exercise price of warrant liabilities | $ 0.75 | ||||||
Expiration term | 5 years | 5 years | 10 years | ||||
Exercise price | $ 1 | $ 12.50 | $ 1 | $ 0.48 | |||
Fair value of common stock | $ 2,522,754 | ||||||
Common Stock Warrants | |||||||
Granted | 32,610 | ||||||
Exercised | |||||||
Outstanding, ending balance | 3,103,963 | ||||||
Weighted average price | $ 1.46 | ||||||
Number of shares issued from cashless exercise of warrant | 14,318 | ||||||
Number of shares outstanding from cashless exercise of warrant | 17,392 | ||||||
Warrant [Member] | |||||||
Common Stock Warrants | |||||||
Outstanding, beginning balance | 142,392 | ||||||
Granted | 6,825,000 | ||||||
Exercised | (3,863,429) | ||||||
Expired | |||||||
Outstanding, ending balance | 3,103,963 | 142,392 | |||||
Number of shares issued from cashless exercise of warrant | 17,664 |
Stockholders' Equity (Equity Co
Stockholders' Equity (Equity Compensation Plan) (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 | Apr. 30, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding stock options | 1,136,753 | 1,214,686 | |||
Granted | 531,339 | ||||
Stock-based compensation expense | $ 582,630 | $ 1,573,602 | |||
Stock option expense | $ 530,361 | $ 1,494,788 | |||
Weighted average grant-date fair value | $ 1.29 | $ 3.20 | |||
Fair value of stock options vested | $ 4,636,660 | ||||
Unrecognized stock-based compensation expense | $ 2,000,000 | ||||
Unrecognized stock-based compensation expense, recognition period | 21 months 6 days | ||||
2009 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Incentive Plan, shares authorized | 217,391 | 652,174 | |||
Expiration term | 10 years | ||||
Outstanding stock options | 249,767 | 553,105 | |||
Common shares available for issuance | 869,565 | ||||
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 | 886,986 | 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 | 2,242,534 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stock-based Compensation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 582,630 | $ 1,573,602 |
Employee stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 527,697 | 924,343 |
Employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 24,276 | |
Non-employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 27,993 | 78,814 |
Non Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 2,664 | $ 570,445 |
Stockholders' Equity (Schedul44
Stockholders' Equity (Schedule of Warrants By Exercise Price) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | 1,136,753 | 1,214,686 |
Exercise Price | $ 3.93 | $ 4.93 |
3/10/2011 [Member] | ||
Issuance Date | Mar. 10, 2011 | |
Number of Shares | 17,392 | |
Exercise Price | $ 0.48 | |
Expiration Date | Mar. 10, 2021 | |
7/23/2013 [Member] | ||
Issuance Date | Jul. 23, 2013 | |
Number of Shares | 125,000 | |
Exercise Price | $ 12.50 | |
Expiration Date | Jul. 23, 2018 | |
3/23/2016 [Member] | ||
Issuance Date | Mar. 23, 2016 | |
Number of Shares | 2,961,571 | |
Exercise Price | $ 1 | |
Expiration Date | Mar. 23, 2021 |
Stockholders' Equity (Schedul45
Stockholders' Equity (Schedule of Warrant Activity) (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | 142,392 | 142,392 |
Outstanding, beginning balance | 142,392 | |
March 23, 2016 public offering | 6,825,000 | |
Exercised | (3,863,429) | |
Expired | ||
Outstanding, ending balance | 3,103,963 | 142,392 |
Stockholders' Equity (Schedul46
Stockholders' Equity (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 72.95% | 72.40% |
Risk-free interest rate | 1.36% | 1.69% |
Expected term (years) | 5 years 4 months 24 days | 6 years 3 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 78.54% | 107.60% |
Risk-free interest rate | 2.25% | 2.27% |
Expected term (years) | 6 years 3 months 18 days | 10 years |
Stockholders' Equity (Schedul47
Stockholders' Equity (Schedule of Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares | |
Outstanding, beginning balance | shares | 1,214,686 |
Granted | shares | 531,339 |
Exercised | shares | |
Forfeited/Expired | shares | (609,272) |
Outstanding, ending balance | shares | 1,136,753 |
Weighted Average Exercise Price | |
Outstanding, beginning balance | $ / shares | $ 4.93 |
Granted | $ / shares | 1.99 |
Exercised | $ / shares | |
Forfeited | $ / shares | 4.23 |
Outstanding, ending balance | $ / shares | $ 3.93 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Outstandng Stock Options) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Options Outstanding | |
Balance | shares | 1,136,753 |
Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 18 days |
Weighted Average Exercise Price Options Outstanding | $ / shares | $ 3.93 |
Options Vested or Expected to Vest | |
Balance | shares | 699,334 |
Weighted Average Remaining Contractual Life (Years) | 7 years |
Weighted average exercise price Options Vested or Expected to Vest | $ / shares | $ 4.76 |
Income Tax (Schedule of Income
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current expense: | ||
Federal | ||
State | ||
Deferred expense (benefit): | ||
Federal | ||
State | ||
Total |
Income Tax (Schedule of Incom50
Income Tax (Schedule of Income Tax Rate Differences) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | $ (4,411,000) | $ (7,182,000) |
Increase (reduction) in income tax resulting from: | ||
State and local income taxes, net of federal benefit | 69,000 | (420,000) |
Foreign rate differential | (18,000) | 64,000 |
Non-deductible expenses | 8,000 | |
Prior-period true-up | 547,000 | (489,000) |
Research & development credit | (575,000) | (171,000) |
Stock-based compensation | 113,000 | 194,000 |
Other | (1,000) | |
Increase in valuation allowance | 4,268,000 | 8,004,000 |
Total |
Income Tax (Schedule of Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 19,303,020 | $ 15,758,242 |
Research & development credit | 1,557,475 | 982,429 |
Stock-based compensation | 838,297 | 791,109 |
Other | 203,661 | 100,126 |
Deferred tax assets | 21,902,453 | 17,631,906 |
Deferred tax liabilities: | ||
Property, plant and equipment, primarily due to differences in depreciation | (41,953) | (39,758) |
Deferred tax liabilities: | (41,953) | (39,758) |
Valuation allowance | (21,860,500) | (17,592,148) |
Net deferred income taxes |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory federal tax rate | 34.00% | 34.00% |
Valuation allowance | $ 21,860,500 | $ 17,592,148 |
State Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 48,370,787 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2024 | |
Federal Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 53,306,736 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2029 | |
Foreign Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 721,519 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Related party payable balance | $ 0 | $ 0 |
Related party receivable balance | $ 103,017 | 58,017 |
Pelican, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Purchase of ownership interest | 80.00% | |
Minimum [Member] | Board One [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 61,000 | 40,000 |
Maximum [Member] | Board One [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 118,000 | $ 43,750 |
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 ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,974,799) | $ (21,121,885) |
Net loss: Non-controlling interest | (400,847) | (826,629) |
Net loss attributable to Heat Biologics, Inc. | $ (12,573,952) | $ (20,295,256) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 17,586,210 | 8,015,687 |
Net loss per share applicable to Heat Biologics, Inc - basic and diluted | $ (0.71) | $ (2.53) |
Net Loss Per Share (Schedule 55
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,136,753 | 1,214,686 |
Unvested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 56,250 | |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 3,103,963 | 142,392 |
Commitments and Contingencies56
Commitments and Contingencies (Narrative) (Details) | Jan. 24, 2014USD ($)ft² | Sep. 30, 2014USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease term | 5 years | |||
Area of office and laboratory space under lease (in square feet) | ft² | 5,303 | 5,979 | ||
Monthly lease rent | $ 10,341 | $ 11,638 | ||
Rent expense | $ 259,050 | $ 175,685 |
Commitments and Contingencies57
Commitments and Contingencies (Future Minimum Payments for Operating Lease Obligations) (Details) | Dec. 31, 2016USD ($) |
Approximate future minimum payments for its operating lease obligations that have initial remaining non-cancellable terms in excess of one year | |
2,017 | $ 225,411 |
2,018 | 232,173 |
2,019 | 196,727 |
Thereafter | |
Total | $ 654,311 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 30, 2017 | Mar. 28, 2017 | Mar. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 15, 2017 | Mar. 07, 2017 |
Subsequent Event [Line Items] | |||||||
Shares issued under public offering | 9,100,000 | 1,886,000 | |||||
Proceeds from public offering | $ 6,100,000 | $ 7,082,526 | |||||
Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Closing bid price for NASDAQ | $ 1 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued under public offering | 750,000 | 5,000,000 | |||||
Offering price per share | $ 0.80 | ||||||
Proceeds from public offering | $ 4,100,000 | ||||||
Subsequent Event [Member] | Pelican Therapeutics, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of voting interests held by majority Pelican stockholders | 75.50% | ||||||
Subsequent Event [Member] | Pelican Therapeutics, Inc. [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of voting interests to be sold to Company | 80.00% | ||||||
Subsequent Event [Member] | Pelican Therapeutics, Inc. [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of voting interests to be sold to Company | 100.00% |