Scorpius (SCPX) 10-Q 13 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 07, 2017
Document And Entity Information
Entity Registrant Name	HEAT BIOLOGICS, INC.
Entity Central Index Key	1,476,963
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		35,788,912
Trading Symbol	HTBX
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 4,288,627	$ 7,842,667
Accounts receivable	1,427	82,305
Prepaid expenses and other current assets	1,935,558	338,049
Total Current Assets	6,225,612	8,263,021
Property and Equipment, net	320,015	359,592
Other Assets
Restricted cash	2,292	101,171
In-process R&D	5,866,000
Goodwill	2,189,338
Deposits	69,798	69,798
Deferred financing costs	46,340
Related party receivable		103,017
Total Other Assets	8,173,768	273,986
Total Assets	14,719,395	8,896,599
Current Liabilities
Accounts payable	1,214,224	290,058
Deferred revenue	938,388
Accrued expenses and other liabilities	994,964	1,305,173
Total Current Liabilities	3,147,576	1,595,231
Long Term Liabilities
Other long term liabilities	449,970	461,434
Deferred tax liability	2,111,760
Contingent consideration	2,385,000
Total Liabilities	8,094,306	2,056,665
Commitments and Contingencies
Stockholders' Equity
Common stock, $.0002 par value; 50,000,000 shares authorized, 35,788,912 and 26,204,390 shares issued and outstanding at September 30, 2017 (unaudited) and December 31, 2016, respectively	6,841	4,926
Additional paid-in capital	73,871,510	65,868,541
Accumulated deficit	(65,714,314)	(57,004,655)
Accumulated other comprehensive loss	(172,973)	(72,231)
Total Stockholders' Equity-Heat Biologics, Inc.	7,991,064	8,796,581
Non-Controlling Interest	(1,365,975)	(1,956,647)
Total Stockholders' Equity	6,625,089	6,839,934
Total Liabilities and Stockholders' Equity	$ 14,719,395	$ 8,896,599

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
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	35,788,912	26,204,390
Common stock, shares outstanding	35,788,912	26,204,390

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue:
Grant and licensing revenue	$ 470,823	$ 220,233	$ 906,313	$ 220,233
Operating expenses:
Research and development	1,823,922	1,693,133	5,788,755	7,127,466
General and administrative	1,188,476	820,574	4,298,072	2,935,030
Total operating expenses	3,012,398	2,513,707	10,086,827	10,062,496
Loss from operations	(2,541,575)	(2,293,474)	(9,180,514)	(9,842,263)
Interest income	5,629	5,445	17,316	24,400
Other income, net	31,768	734,509	109,211	757,044
Interest expense		(110,468)		(370,422)
Total non-operating income, net	37,397	629,486	126,527	411,022
Net loss	(2,504,178)	(1,663,988)	(9,053,987)	(9,431,241)
Net loss - non-controlling interest	(203,371)	(47,042)	(344,328)	(329,471)
Net loss attributable to Heat Biologics, Inc.	$ (2,300,807)	$ (1,616,946)	$ (8,709,659)	$ (9,101,770)
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted	$ (0.06)	$ (0.08)	$ (0.27)	$ (0.59)
Weighted-average number of common shares used in net loss per share attributable to common stockholders-basic and diluted	35,786,606	19,420,026	32,695,360	15,371,267
Other comprehensive loss:
Net loss	$ (2,504,178)	$ (1,663,988)	$ (9,053,987)	$ (9,431,241)
Unrealized loss on foreign currency translation	(24,707)	(36,387)	(100,742)	(62,961)
Total other comprehensive loss	(2,528,885)	(1,700,375)	(9,154,729)	(9,494,202)
Comprehensive loss attributable to non-controlling interest	(203,371)	(47,042)	(344,328)	(329,471)
Comprehensive loss	$ (2,325,514)	$ (1,653,333)	$ (8,810,401)	$ (9,164,731)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Common Stock [Member]	APIC [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Non-Controlling Interest [Member]	Total
Balance at Dec. 31, 2016	$ 4,926	$ 65,868,541	$ (57,004,655)	$ (72,231)	$ (1,956,647)	$ 6,839,934
Public offering, 5,750,000 shares, net of underwriters discounts	1,150	4,181,850				4,183,000
Issuance of common stock, 2,348,580 shares	470	2,462,710				2,463,180
Issuance of common stock for acquisition of Pelican, 1,331,056 shares	266	1,051,734				1,052,000
Acquisition of non-controlling interest of Pelican					935,000	935,000
Stock issuance costs		(239,617)				(239,617)
Stock-based compensation	29	546,292				546,321
Other comprehensive loss				(100,742)		(100,742)
Net loss			(8,709,659)		(344,328)	(9,053,987)
Balance at Sep. 30, 2017	$ 6,841	$ 73,871,510	$ (65,714,314)	$ (172,973)	$ (1,365,975)	$ 6,625,089

Consolidated Statements of Sto6

Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - shares	Mar. 28, 2017	Dec. 31, 2016	Sep. 30, 2017
Statement of Stockholders' Equity [Abstract]
Public offering, shares	5,000,000		5,750,000
Issuance of common stock, shares		4,791,377	2,348,580
Issuance of common stock Pelican, shares			1,331,056

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (9,053,987)	$ (9,431,241)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	100,958	98,774
Amortization of deferred financing costs and debt issuance costs		77,231
Amortization of held to maturity investment premium		32,733
Stock-based compensation	546,321	460,505
Increase (decrease) in cash arising from changes in assets and liabilities:
Accounts receivable	81,185
Prepaid expenses and other current assets	(1,592,084)	261,700
Related party receivable		(45,000)
Restricted cash	98,879
Deferred financing costs	(46,340)
Accounts payable	4,179	(1,485,735)
Deferred revenue	938,388
Accrued expenses and other liabilities	(475,350)	(1,030,413)
Other long term liabilities	(11,464)	289,500
Net Cash Used in Operating Activities	(9,409,315)	(10,771,946)
Cash Flows from Investing Activities
Proceeds from maturities of short-term investments		6,656,910
Purchase of Pelican, net of cash acquired	(468,801)
Purchase of property and equipment	(61,382)	(45,936)
Net Cash (Used in) Provided by Investing Activities	(530,183)	6,610,974
Cash Flows from Financing Activities
Proceeds from public offering, net of underwriting discounts	4,183,000	6,287,250
Proceeds from the issuance of common stock, net of commissions	2,463,180	3,027,677
Stock issuance costs	(239,617)	(387,210)
Payments on long term debt		(3,919,686)
Proceeds from exercise of warrants		2,773,982
Net Cash Provided by Financing Activities	6,406,563	7,782,013
Effect of exchange rate changes on cash and cash equivalents	(21,105)	(96,361)
Net (Decrease) Increase in Cash and Cash Equivalents	(3,554,040)	3,524,680
Cash and Cash Equivalents - Beginning of Period	7,842,667	4,939,955
Cash and Cash Equivalents - End of Period	4,288,627	8,464,635
Supplemental Disclosure for Cash Flow Information
Contingent consideration	2,385,000
Issuance of common stock for purchase of Pelican	1,052,000
Interest paid		$ 293,189

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. However, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2017. The consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 included in this Quarterly Report on Form 10-Q are unaudited. The balance sheet as of December 31, 2016 is derived from the audited consolidated financial statements as of that date. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017 (the “2016 Annual Report”). On April 28, 2017, the Company completed the acquisition of an 80% controlling interest in Pelican Therapeutics, Inc. (“Pelican”), a related party prior to acquisition. Operations of Pelican are included in the consolidated statement of operations and comprehensive loss from the acquisition date. In October 2016, the Company formed a wholly-owned subsidiary, Zolovax, Inc. to focus on the development of gp96-based vaccines initially targeting Zika with the ability to target HIV, West Nile dengue and yellow fever, among others. The accompanying consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 include the accounts of Heat Biologics, Inc. (“the Company”), and its subsidiaries, Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, and Heat Biologics Australia Pty Ltd. Additionally, as of the three and nine months ended September 30, 2017 the accompanying consolidated financials include Zolovax and Pelican. The functional currency of the entities located outside the United States is the applicable local currency (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 September 30, 2017, the Company held a 92.5% controlling interest in Heat I and at September 30, 2017, the Company held an 80% controlling interest in Pelican. All other subsidiaries are wholly owned. For the three and nine months ended September 30, 2017 the Company recognized $38,569 and $165,075 in non-controlling interest for Heat I, respectively and $164,802 and $179,253, respectively in non-controlling interest for Pelican for the same period. The Company accounts for its less than 100% interest in these subsidiaries in the consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets and reports non-controlling interest net loss under the heading “net loss – non-controlling interest” in the consolidated statements of operations and comprehensive loss. The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit of approximately $65.7 million as of September 30, 2017 and a net loss of approximately $9.1 million for the nine months ended September 30, 2017, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the 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. Revenue Recognition The Company’s main source of revenue is grant revenue related to a $15.2 million research grant received from CPRIT, covering a three-year period from June 1, 2016 through May 31, 2019. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the award have been met for collection. Proceeds received prior to the costs being incurred or the conditions of the award being met are recognized as deferred revenue until the services are performed and the conditions of the award are met (see Note 9). Business Combinations We account for acquisitions using the acquisition method of accounting, which requires that all identifiable assets acquired and liabilities assumed be recorded at their estimated fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired patented technology. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed (see Note 2). Goodwill and In-Process Research and Development We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. We determine the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their estimated useful lives. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually on the anniversary of the acquisition which will occur April 2018, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company will qualitatively test the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value based test. No impairment existed at September 30, 2017. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that we acquire, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if we become aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, we may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value (see Note 5). Contingent Consideration Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. The Company estimates the fair value of the contingent consideration as of the acquisition date using the estimated future cash outflows based on the Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consists primarily of the amount paid in advance for cGMP production of our PTX-35 antibody and PTX-15 fusion protein for Pelican, as well as Chemistry Manufacturing and Control (“CMC”) material for our clinical trial studies for HS-110. Income Taxes We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. Significant Accounting Policies The significant accounting policies used in preparation of these interim financial statements are disclosed in the Company's Form 10-K, and have not changed significantly since such filing. Recently Issued Accounting Pronouncements In May 2017, Compensation-Stock Compensation Topic 718 Scope of Modification Accounting (ASU 2017-09). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) The Company has not determined the impact of this standard and does not plan early adoption of this standard. 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). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09),

Acquisition of Pelican Therapeu

Acquisition of Pelican Therapeutics	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Acquisition of Pelican Therapeutics	2. Acquisition of Pelican Therapeutics On April 28, 2017, the Company consummated the acquisition of 80% of the outstanding equity of Pelican, a related party, and Pelican became a majority owned subsidiary of the Company. Operations of Pelican are included in the consolidated statements of operations and comprehensive loss from the acquisition date. 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. In exchange for 80% of the outstanding capital stock of Pelican on a fully diluted basis, the Company paid to the Pelican Stockholders that executed the Stock Purchase Agreement (the “Participating Pelican Stockholders”) an aggregate of $0.5 million (the “Cash Consideration”), and issued to the Participating Pelican Stockholders 1,331,056 shares of the Company’s restricted common stock representing 4.99% of the outstanding shares of our common stock on the date of the initial execution of the Purchase Agreement (the “Stock Consideration”). The Cash Consideration will be reduced by the amount by which certain of Pelican’s accrued liabilities are not satisfied for less than $0.25 million. The Cash Consideration and Stock Consideration are being held in escrow for a period of up to six months to secure certain indemnification and other obligations of Pelican and the Participating Pelican Stockholders in connection with the acquisition. Under the agreement, the Company is also obligated to make future payments based on the achievement of certain clinical and commercialization milestones, as well as low single digit royalty payments and payments upon receipt of sublicensing income: (1) $2,000,000 upon Pelican’s dosing of the first patient in its first Phase 1 trial for an oncology indication; (2) $1,500,000 upon Pelican’s dosing of the first patient in its first Phase 2 trial for an oncology indication; (3) $3,000,000 upon successful outcome of the first Phase 2 trial for an oncology indication; (4) $6,000,000 upon Pelican’s dosing of the first patient in its first Phase 3 trial for an oncology indication; (5) $3,000,000 upon Pelican’s dosing of the first patient in its first Phase 3 trial for a non- oncology indication; (6) $7,500,000 upon successful outcome of the first Phase 3 trial for an oncology indication; (7) $3,000,000 upon successful outcome of the first Phase 3 trial for a non-oncology indication; (8) $7,500,000 upon acceptance of a Biologics License Application (BLA) submission for an oncology indication; (9) $3,000,000 upon acceptance of a BLA submission for a non-oncology indication; (10) $7,500,000 upon first product indication approval in the United States or Europe for an oncology indication; (11) $3,000,000 upon first product indication approval in the United States or Europe for a non- oncology indication. The fair value of these future milestone payments are reflected in the contingent consideration account under long term liabilities on the balance sheet. The estimated fair value of the contingent consideration was determined using a probability-weighted income approach, at a discount of 7.68% based on the median yield of publicly traded non-investment grade debt of companies in the pharmaceutical industry. The Company performs an analysis on a quarterly basis and as of September 30, 2017, the Company determined the change in the estimated fair value of the contingent consideration during the quarter was nominal. We have recorded the assets purchased and liabilities assumed at their estimated fair value in accordance with FASB ASC Topic 805: Business Combinations The estimated fair value of the IPR&D was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company utilized corporate bond yield data observed in the bond market to develop the discount rate utilized in the cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions. The purchase price has been allocated to the assets and liabilities as follows: Aggregate consideration: Cash consideration $ 500,000 Stock consideration $ 1,052,000 Contingent consideration $ 2,385,000 Total Consideration $ 3,937,000 Purchase price allocation: Cash acquired $ 31,199 In-process R&D $ 5,866,000 Goodwill $ 2,189,338 Deferred tax liability $ (2,111,760 ) Net liabilities assumed $ (1,102,777 ) Fair value of non-controlling interest $ (935,000 ) Total purchase price $ 3,937,000 The purchase price allocation presented herein is preliminary. The final purchase price allocation will be determined after completion of an analysis to determine the fair value of all assets acquired and liabilities assumed, but in no event later than one year following completion of the Pelican acquisition. Accordingly, the deferred tax liability is an estimate and final deferred tax liability adjustments could differ materially from the preliminary amounts presented herein. Any increase or decrease in the in-process R&D asset, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill, and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation and amortization related to some of these assets and liabilities. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill resulting from this acquisition arises largely from synergies expected from combining the operations. The goodwill is not deductible for income tax purposes. In-process R&D assets are treated as indefinite-lived until the completion or abandonment of the associated R&D program, at which time the appropriate useful lives will be determined. The Company calculated the fair value of the non-controlling interest acquired in the acquisition as 20% of the equity interest of Pelican, adjusted for a minority interest discount. Pelican has contributed net revenue and net loss of $0.9 million and $0.1 million, respectively, which are included in the Company’s consolidated statement of operations for the nine months ended September 30, 2017, and exclude acquisition and integration related expenses which are included in non-recurring and acquisition-related costs. The following unaudited pro forma information presents the combined results of operations for the nine months ended September 30, 2017 and 2016, as if we had completed the Pelican acquisition at the beginning of fiscal 2016. The pro forma financial information is provided for comparative purposes only and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. In thousands: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $ 471 $ 220 $ 906 $ 220 Net loss (2,504 ) (2,111 ) (9,445 ) (10,162 ) Net loss: Non-controlling interest (203 ) (136 ) (423 ) (476 ) Net loss attributable to Heat Biologics, Inc. $ (2,301 ) $ (1,975 ) $ (9,022 ) $ (9,686 ) Net loss per share attributable to Heat Biologics, Inc.—basic and diluted $ (0.06 ) $ (0.10 ) $ (0.29 ) $ (0.61 )

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. Fair Value of Financial Instruments The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, related party receivable, accounts payable and accrued expenses and other payables approximate fair value due to their short maturities. As a basis for determining the fair value of certain of the Company’s financial instruments, the Company utilizes a three-tier fair 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. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The Company's cash equivalents are classified within Level I of the fair value hierarchy. The following table provides a rollforward of the Company’s Level 3 fair value measurements: Contingent Consideration Balance at December 31, 2016 $ — Acquisition of Pelican 2,385,000 Change in fair value — Balance at September 30, 2017 $ 2,385,000

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
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 the estimated useful lives, ranging generally from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Property and equipment consisted of the following: September 30 2017 December 31, Furniture and fixtures $ 55,883 $ 55,883 Computers 41,333 38,903 Lab equipment 645,431 587,366 Total 742,647 682,152 Accumulated depreciation (422,632 ) (322,560 ) Property and equipment, net $ 320,015 $ 359,592 Depreciation expense was $100,958 and $98,774 for the nine months ended September 30, 2017 and 2016, respectively.

Goodwill and In-process R&D

Goodwill and In-process R&D	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and In-process R&D	5. Goodwill and In-process R&D As of September 30, 2017, and December 31, 2016, the Company had goodwill of approximately $2.2 million and $0, respectively. Based upon the results of qualitative testing, the Company will conclude whether it is more likely than not that the fair value of the Company’s goodwill are in excess of its carrying value or if an impairment has occurred. As of September 30, 2017, and December 31, 2016, the Company had in-process R&D of approximately $5.9 million and $0, respectively. Acquired in-process R&D is stated at cost and may be immediately expensed if there is no alternative future use. Otherwise, the acquired in-process R&D is reviewed annually for impairment or more frequently as changes in circumstances or the occurrence of events suggest that the remaining value may not be recoverable.

Accrued Expenses and other paya

Accrued Expenses and other payables	9 Months Ended
	Sep. 30, 2017
Accrued Liabilities, Current [Abstract]
Accrued Expenses and other payables	6. Accrued Expenses and other payables Accrued expenses and other payables consist of the following: September 30, December 31, Accrued clinical trial and other expenses $ 811,728 $ 580,218 Compensation and related benefits 34,160 642,532 Deferred rent 31,775 42,423 Patent fees 35,000 40,000 Other expenses related to Pelican acquisition 82,301 — $ 994,964 $ 1,305,173 The decrease of compensation and related benefits was related to 2016 employee bonuses which were accrued at December 31, 2016 but subsequently paid in January 2017. The increase of clinical trial and other expenses is due to the continued patient enrollment as the Company advances into Phase 2 of our HS-110 multi-arm trial.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2017
Stock-based Compensation [Abstract]
Stock-Based Compensation	7. Stock-Based Compensation Common Stock Warrants In connection with the March 23, 2016 public offering the Company issued warrants to purchase 6,825,000 shares of common stock with an exercise price of $1.00 per share and expire five years from the issuance date. In connection with the Company’s 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 and expire five years from the issuance date. On March 10, 2011, the Company issued warrants to purchase shares of common stock to third parties in consideration for a private equity placement transaction of which 17,392 warrants remain outstanding. The warrants have an exercise price of $0.48 per share and expire ten years from the issuance date. During the nine months ended September 30, 2017 and 2016 no warrants were exercised. As of September 30, 2017, the Company has outstanding warrants to purchase 2,961,571 shares of common stock issuable at $1.00 per share; warrants to purchase 125,000 shares of common stock issuable at $12.50 per share; and warrants to purchase 17,392 shares of common stock issuable at $0.48 per share. These warrants do not meet the criteria required to be classified as liability awards and therefore are treated as equity awards. Stock Options The following is a summary of the stock option activity for the nine months ended September 30, 2017: Shares Weighted Average Exercise Price Outstanding, December 31, 2016 1,136,753 $ 3.93 Granted 1,731,500 $ 0.80 Forfeited (194,704 ) $ 2.12 Outstanding, September 30, 2017 2,673,549 $ 2.04 The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2017 was $0.54. The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for stock options granted during the nine months ended September 30, 2017: Dividend yield 0.0 % Expected volatility 76.96 % Risk-free interest rate 2.16 % Expected lives (years) 6.25 The risk-free interest rate is based on U.S. Treasury interest rates at the time of the grant whose term is consistent with the expected life of the stock options. The Company used an average historical stock price volatility based on an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms, as the Company did not have sufficient trading history for its common stock. Expected term represents the period that the Company’s stock option grants are expected to be outstanding. The Company elected to utilize the “simplified” method to estimate the expected term. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. Expected dividend yield was considered to be 0% in the option pricing formula since the Company had not paid any dividends and had no plans to do so in the future. The forfeiture rate was considered to be none as the options vest on a monthly basis. The Company recognized $122,657 and $96,020 in stock-based compensation expense for the three months ended September 30, 2017 and 2016, respectively and $367,800 and $434,859 in share-based option compensation expense for the nine months ended September 30, 2017 and 2016, respectively for the Company’s stock option awards. In addition to share-based option compensation, the Company also recognized $8,150 in common stock compensation expense for one of its employees for the three and nine months ended September 30, 2016. The following table summarizes information about stock options outstanding at September 30, 2017: Options Outstanding Options Vested and Exercisable Balance as of 9/30/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 9/30/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 2,673,549 8.5 $2.04 953,120 7.0 $3.87 As of September 30, 2017, the unrecognized stock-based compensation expense related to unvested stock options was $1,761,037, which is expected to be recognized over a weighted average period of approximately 16.7 months. Restricted Stock The Company recognized $16,314 and $0 in stock-based compensation expense for employees related to restricted stock awards during the three months ended September 30, 2017 and 2016, respectively and $152,521 and $0 in stock-based compensation expense for employees related to restricted stock awards during the nine months ended September 30, 2017 and 2016, respectively. The Company recognized $5,000 and $ 14,579 in share-based compen sation expense related to issuance of shares of restricted stock to non-employees (i.e., consultants) in exchange for services during the three months ended September 30, 2017 and 2016, respectively and $26,000 and $17,496 during the nine months ended September 30, 2017 and 2016, respectively . As of September 30, 2017, there were 291,375, restricted stock awards granted to employees, all of which were unvested. Total stock-based compensation expense, including restricted stock and stock options was $546,321 and $460,505 for the nine months ended September 30, 2017 and 2016, respectively.

Financing

Financing	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
Financing	8. Financing Rights Offering On September 15, 2017 the Company filed a registration statement on Form S-1 with the SEC for a proposed rights offering to holders of its common stock and holders of its warrants pursuant to which each such holder was issued non-transferrable subscription rights to purchase one share of our common stock for each share of common stock owned at, and each share of common stock into which the warrants held by them were exercisable, on October 13, 2017, subject to a pro rata reduction if the basic subscription rights are exercised for an amount in excess of 12,000,000 shares of common stock. Each subscription right entitled the holder to purchase one share of our common stock at a subscription price equal to $0.62 per share of our common stock. The prospectus was declared effective by the SEC on October 19, 2017 (File No. 333-220470). We terminated the rights offering on November 8, 2017 and all subscription payments received by the subscription agent for the rights offering will be promptly returned. At the Market Offering The Company had entered into an at-the-market Issuance Sales Agreement with FBR Capital Markets Co. pursuant to which it has sold 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 Company’s 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 have been made pursuant to the Company’s 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 was 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. For the nine months ended September 30, 2017, the Company has sold an additional 2,348,580 shares of common stock under the Sales Agreement resulting in net proceeds of approximately $2.3 million after FBR’s commission and other expenses. On November 3, 2017 the Company terminated its At Market Issuance Sales Agreement with FBR. Public Offering On March 28, 2017, the Company sold pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) that it entered into on March 23, 2017 with Aegis Capital Corp. (“Aegis”), as representative of the several underwriters named therein (the “Underwriters”), 5,000,000 shares of the Company’s common stock, and 750,000 additional shares of the common stock to cover over-allotments at an offering price of $0.80 per share (the “Offering”). The net proceeds to the Company from the Offering were approximately $4.1 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.

Grant and Licensing Revenues

Grant and Licensing Revenues	9 Months Ended
	Sep. 30, 2017
Revenue Recognition and Deferred Revenue [Abstract]
Grant and Licensing Revenues	9. Grant and Licensing Revenues In June 2016, Pelican entered into a Cancer Research Grant Contract (“Grant Contract”) with CPRIT, Upon commercialization of the product, the terms of the Grant Contract require Pelican to pay tiered The Company recognized grant revenue of approximately $0.5 million and $0.9 million in the three and nine months ended September 30, 2017 for qualified expenditures under the grant. The Company had no grant revenue related to CPRIT during the respective periods in 2016. The Company recognized $0.2 million of research funding revenue for research and development services, which included labor and supplies, provided to Shattuck Labs, Inc. (“Shattuck”) in the three and nine months ended September 30, 2016. As of September 30, 2017, the Company had deferred revenue of $0.9 million for proceeds received but for which the costs had not been incurred or the conditions of the award had not been met.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	10. Net Loss Per Share Basic and diluted net loss per common share is calculated by dividing net loss applicable to Heat Biologics, Inc. by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include outstanding stock options and warrants, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following table reconciles net loss to net loss attributable to Heat Biologics, Inc.: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (2,504,178 ) $ (1,663,988 ) $ (9,053,987 ) $ (9,431,241 ) Net loss: Non-controlling interest (203,371 ) (47,042 ) (344,328 ) (329,471 ) Net loss attributable to Heat Biologics, Inc. $ (2,300,807 ) $ (1,616,946 ) $ (8,709,659 ) $ (9,101,770 ) Weighted-average number of common shares used in net loss per share attributable to Heat Biologics, Inc.—basic and diluted 35,786,606 19,420,026 32,695,360 15,371,267 Net loss per share attributable to Heat Biologics, Inc.—basic and diluted $ (0.06 ) $ (0.08 ) $ (0.27 ) $ (0.59 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: For the Nine Months Ended September 30, 2017 2016 Outstanding stock options 2,673,549 1,219,847 Outstanding restricted stock units 291,375 — Outstanding common stock warrants 3,103,963 4,193,410

Income Tax

Income Tax	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income Tax	11. Income Tax Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement 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. As of September 30, 2017, a full valuation allowance has been provided against certain deferred tax assets as it is currently deemed more likely than not that the benefit of such net tax assets will not be utilized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the accompanying unaudited condensed consolidated financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered ‘more-likely-than-not’ that the position taken will be sustained by a taxing authority. As of September 30, 2017, and December 31, 2016, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company’s effective income tax rate associated with these items. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying statements of operations and comprehensive loss. As of September 30, 2017, and December 31, 2016, the Company had no such accruals.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Event	12. Subsequent Event The Company terminated the rights offering described in footnote 8 above on November 8, 2017.

Basis of Presentation and Sig20

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. However, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2017. The consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 included in this Quarterly Report on Form 10-Q are unaudited. The balance sheet as of December 31, 2016 is derived from the audited consolidated financial statements as of that date. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017 (the “2016 Annual Report”). On April 28, 2017, the Company completed the acquisition of an 80% controlling interest in Pelican Therapeutics, Inc. (“Pelican”), a related party prior to acquisition. Operations of Pelican are included in the consolidated statement of operations and comprehensive loss from the acquisition date. In October 2016, the Company formed a wholly-owned subsidiary, Zolovax, Inc. to focus on the development of gp96-based vaccines initially targeting Zika with the ability to target HIV, West Nile dengue and yellow fever, among others. The accompanying consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 include the accounts of Heat Biologics, Inc. (“the Company”), and its subsidiaries, Heat Biologics I, Inc. (“Heat I”), Heat Biologics III, Inc. (“Heat III”), Heat Biologics IV, Inc. (“Heat IV”), Heat Biologics GmbH, and Heat Biologics Australia Pty Ltd. Additionally, as of the three and nine months ended September 30, 2017 the accompanying consolidated financials include Zolovax and Pelican. The functional currency of the entities located outside the United States is the applicable local currency (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 September 30, 2017, the Company held a 92.5% controlling interest in Heat I and at September 30, 2017, the Company held an 80% controlling interest in Pelican. All other subsidiaries are wholly owned. For the three and nine months ended September 30, 2017 the Company recognized $38,569 and $165,075 in non-controlling interest for Heat I, respectively and $164,802 and $179,253, respectively in non-controlling interest for Pelican for the same period. The Company accounts for its less than 100% interest in these subsidiaries in the consolidated financial statements in accordance with U.S. GAAP. Accordingly, the Company presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets and reports non-controlling interest net loss under the heading “net loss – non-controlling interest” in the consolidated statements of operations and comprehensive loss. The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit of approximately $65.7 million as of September 30, 2017 and a net loss of approximately $9.1 million for the nine months ended September 30, 2017, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the 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.
Revenue Recognition	Revenue Recognition The Company’s main source of revenue is grant revenue related to a $15.2 million research grant received from CPRIT, covering a three-year period from June 1, 2016 through May 31, 2019. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the award have been met for collection. Proceeds received prior to the costs being incurred or the conditions of the award being met are recognized as deferred revenue until the services are performed and the conditions of the award are met (see Note 9).
Business Combinations	Business Combinations We account for acquisitions using the acquisition method of accounting, which requires that all identifiable assets acquired and liabilities assumed be recorded at their estimated fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired patented technology. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed (see Note 2).
Goodwill and In-Process Research and Development	Goodwill and In-Process Research and Development We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. We determine the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, and other economic facts; including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their estimated useful lives. Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually on the anniversary of the acquisition which will occur April 2018, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles, other than goodwill, consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Indefinite-lived intangible assets, such as goodwill, are not amortized. The Company will qualitatively test the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence a potential impairment exists, using a fair value based test. No impairment existed at September 30, 2017. In-process research and development, or IPR&D, assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. IPR&D assets represent the fair value assigned to technologies that we acquire, which at the time of acquisition have not reached technological feasibility and have no alternative future use. During the period that the assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if we become aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval and the ability to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, we may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value (see Note 5).
Contingent Consideration	Contingent Consideration Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain milestones in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. The Company estimates the fair value of the contingent consideration as of the acquisition date using the estimated future cash outflows based on the probability of meeting future milestones. The milestone payments will be made upon the achievement of clinical and commercialization milestones as well as single low digit royalty payments and payments upon receipt of sublicensing income. Subsequent to the date of acquisition, we reassess the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration liability will be recorded in the consolidated statements of operations. Contingent consideration liabilities are presented in long-term liabilities in the consolidated balance sheets (see Note 2).
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consists primarily of the amount paid in advance for cGMP production of our PTX-35 antibody and PTX-15 fusion protein for Pelican, as well as Chemistry Manufacturing and Control (“CMC”) material for our clinical trial studies for HS-110.
Income Taxes	Income Taxes We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies used in preparation of these interim financial statements are disclosed in the Company's Form 10-K, and have not changed significantly since such filing.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2017, Compensation-Stock Compensation Topic 718 Scope of Modification Accounting (ASU 2017-09). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) The Company has not determined the impact of this standard and does not plan early adoption of this standard. 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). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09),

Acquisition of Pelican Therap21

Acquisition of Pelican Therapeutics (Tables)	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Schedule of Assets Acquired and Liabilities Assumed in Acquisition	The purchase price has been allocated to the assets and liabilities as follows: Aggregate consideration: Cash consideration $ 500,000 Stock consideration $ 1,052,000 Contingent consideration $ 2,385,000 Total Consideration $ 3,937,000 Purchase price allocation: Cash acquired $ 31,199 In-process R&D $ 5,866,000 Goodwill $ 2,189,338 Deferred tax liability $ (2,111,760 ) Net liabilities assumed $ (1,102,777 ) Fair value of non-controlling interest $ (935,000 ) Total purchase price $ 3,937,000
Schedule of Pro Forma Financial Information for Acquisition	The following unaudited pro forma information presents the combined results of operations for the nine months ended September 30, 2017 and 2016, as if we had completed the Pelican acquisition at the beginning of fiscal 2016. The pro forma financial information is provided for comparative purposes only and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. In thousands: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $ 471 $ 220 $ 906 $ 220 Net loss (2,504 ) (2,111 ) (9,445 ) (10,162 ) Net loss: Non-controlling interest (203 ) (136 ) (423 ) (476 ) Net loss attributable to Heat Biologics, Inc. $ (2,301 ) $ (1,975 ) $ (9,022 ) $ (9,686 ) Net loss per share attributable to Heat Biologics, Inc.—basic and diluted $ (0.06 ) $ (0.10 ) $ (0.29 ) $ (0.61 )

Fair Value of Financial Instr22

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Schedule of Level 3 Fair Value Measurements	The following table provides a rollforward of the Company’s Level 3 fair value measurements: Contingent Consideration Balance at December 31, 2016 $ — Acquisition of Pelican 2,385,000 Change in fair value — Balance at September 30, 2017 $ 2,385,000

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following: September 30 2017 December 31, Furniture and fixtures $ 55,883 $ 55,883 Computers 41,333 38,903 Lab equipment 645,431 587,366 Total 742,647 682,152 Accumulated depreciation (422,632 ) (322,560 ) Property and equipment, net $ 320,015 $ 359,592

Accrued Expenses and other pa24

Accrued Expenses and other payables (Tables)	9 Months Ended
	Sep. 30, 2017
Accrued Liabilities, Current [Abstract]
Schedule of Accrued Expenses and other payables	Accrued expenses and other payables consist of the following: September 30, December 31, Accrued clinical trial and other expenses $ 811,728 $ 580,218 Compensation and related benefits 34,160 642,532 Deferred rent 31,775 42,423 Patent fees 35,000 40,000 Other expenses related to Pelican acquisition 82,301 — $ 994,964 $ 1,305,173

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2017
Stock-based Compensation Tables
Schedule of Stock Option Activity	The following is a summary of the stock option activity for the nine months ended September 30, 2017: Shares Weighted Average Exercise Price Outstanding, December 31, 2016 1,136,753 $ 3.93 Granted 1,731,500 $ 0.80 Forfeited (194,704 ) $ 2.12 Outstanding, September 30, 2017 2,673,549 $ 2.04
Schedule of Stock Option Valuation Assumptions	The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for stock options granted during the nine months ended September 30, 2017: Dividend yield 0.0 % Expected volatility 76.96 % Risk-free interest rate 2.16 % Expected lives (years) 6.25
Schedule of Options Outstanding, Vested and Exercisable	The following table summarizes information about stock options outstanding at September 30, 2017: Options Outstanding Options Vested and Exercisable Balance as of 9/30/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 9/30/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 2,673,549 8.5 $2.04 953,120 7.0 $3.87

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share	The following table reconciles net loss to net loss attributable to Heat Biologics, Inc.: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (2,504,178 ) $ (1,663,988 ) $ (9,053,987 ) $ (9,431,241 ) Net loss: Non-controlling interest (203,371 ) (47,042 ) (344,328 ) (329,471 ) Net loss attributable to Heat Biologics, Inc. $ (2,300,807 ) $ (1,616,946 ) $ (8,709,659 ) $ (9,101,770 ) Weighted-average number of common shares used in net loss per share attributable to Heat Biologics, Inc.—basic and diluted 35,786,606 19,420,026 32,695,360 15,371,267 Net loss per share attributable to Heat Biologics, Inc.—basic and diluted $ (0.06 ) $ (0.08 ) $ (0.27 ) $ (0.59 )
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 Nine Months Ended September 30, 2017 2016 Outstanding stock options 2,673,549 1,219,847 Outstanding restricted stock units 291,375 — Outstanding common stock warrants 3,103,963 4,193,410

Basis of Presentation and Sig27

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 07, 2017	Dec. 31, 2016
Noncontrolling Interest [Line Items]
Accumulated deficit	$ 65,714,314		$ 65,714,314			$ 57,004,655
Net loss	2,300,807	$ 1,616,946	8,709,659	$ 9,101,770
Grant received for preclinical activities from CPRIT	500,000		900,000
Non-controlling interest	$ 203,371	$ 47,042	344,328	$ 329,471
Pelican Therapeutics, Inc. [Member]
Noncontrolling Interest [Line Items]
Net loss			$ (100,000)
Percentage of voting interests acquired in acquisition	80.00%		80.00%		80.00%
Grant received for preclinical activities from CPRIT			$ 15,200,000
Non-controlling interest	$ 164,802		$ 179,253
Heat Biologics I, Inc. [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary	92.50%		92.50%			92.50%
Non-controlling interest	$ 38,569		$ 165,075

Acquisition of Pelican Therap28

Acquisition of Pelican Therapeutics (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 07, 2017	Dec. 31, 2016
Issuance of common stock Pelican, shares			1,331,056
Accrued liabilities	$ 994,964		$ 994,964			$ 1,305,173
Goodwill	2,189,338		2,189,338
Revenue	470,823	$ 220,233	906,313	$ 220,233
Net loss (income)	$ (2,300,807)	$ (1,616,946)	$ (8,709,659)	$ (9,101,770)
Pelican Therapeutics, Inc. [Member]
Percentage of voting interests acquired in acquisition	80.00%		80.00%		80.00%
Issuance of common stock Pelican, shares			1,331,056
Percentage of outstanding common shares issued for equity consideration in business acquisition			4.99%
Accrued liabilities	$ 250,000		$ 250,000
Goodwill	$ 2,189,338		2,189,338
In-process R&D			5,866,000
Fees and expenses associated with acquisition			$ 559,000
Percentage of non-controlling interest acquired	20.00%		20.00%
Revenue			$ 900,000
Net loss (income)			$ 100,000

Acquisition of Pelican Therap29

Acquisition of Pelican Therapeutics (Future Milestone Payments) (Details) - Pelican Therapeutics, Inc. [Member]	Sep. 30, 2017USD ($)
Future milestone payment upon Pelican’s dosing of the first patient in its first Phase 1 trial for an oncology indication	$ 2,000,000
Future milestone payment upon Pelican’s dosing of the first patient in its first Phase 2 trial for an oncology indication	1,500,000
Future milestone payment upon successful outcome of the first Phase 2 trial for an oncology indication	3,000,000
Future milestone payment upon Pelican’s dosing of the first patient in its first Phase 3 trial for an oncology indication	6,000,000
Future milestone payment upon Pelican’s dosing of the first patient in its first Phase 3 trial for a non- oncology indication	3,000,000
Future milestone payment upon successful outcome of the first Phase 3 trial for an oncology indication	7,500,000
Future milestone payment upon successful outcome of the first Phase 3 trial for a non-oncology indication	3,000,000
Future milestone payment upon acceptance of a Biologics License Application (BLA) submission for an oncology indication	7,500,000
Future milestone payment upon acceptance of a BLA submission for a non-oncology indication	3,000,000
Future milestone payment upon first product indication approval in the United States or Europe for an oncology indication	7,500,000
Future milestone payment upon first product indication approval in the United States or Europe for a non- oncology indication	$ 3,000,000
Discount rate used for calculation of fair value of contingent consideration	7.68%

Acquisition of Pelican Therap30

Acquisition of Pelican Therapeutics (Schedule of Purchase Price of Assets and Liabilities) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Aggregate consideration:
Contingent consideration	$ 2,385,000
Purchase price allocation:
Goodwill	2,189,338
Pelican Therapeutics, Inc. [Member]
Aggregate consideration:
Cash consideration	500,000
Stock consideration	1,052,000
Contingent consideration	2,385,000
Total Consideration	3,937,000
Purchase price allocation:
Cash acquired	31,199
In-process R&D	5,866,000
Goodwill	2,189,338
Deferred tax liability	(2,111,760)
Net liabilities assumed	(1,102,777)
Fair value of non-controlling interest	(935,000)
Total purchase price	$ 3,937,000

Acquisition of Pelican Therap31

Acquisition of Pelican Therapeutics (Schedule of Pro Forma Financial Information for Acquisition) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Combinations [Abstract]
Revenue	$ 471	$ 220	$ 906	$ 220
Net loss	(2,504)	(2,111)	(9,445)	(10,162)
Net loss: Non-controlling interest	(203)	(136)	(423)	(476)
Net loss attributable to Heat Biologics, Inc.	$ (2,301)	$ (1,975)	$ (9,022)	$ (9,686)
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted	$ (0.06)	$ (0.10)	$ (0.29)	$ (0.61)

Fair Value of Financial Instr32

Fair Value of Financial Instruments (Schedule of Fair Value Measurements) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Balance at December 31, 2016
Acquisition of Pelican	2,385,000
Change in fair value
Balance at September 30, 2017	$ 2,385,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Total	$ 742,647		$ 682,152
Accumulated depreciation	(422,632)		(322,560)
Property and equipment, net	320,015		359,592
Depreciation expense	$ 100,958	$ 98,774
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	$ 55,883		55,883
Computers [Member]
Property, Plant and Equipment [Line Items]
Total	41,333		38,903
Lab equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 645,431		$ 587,366

Goodwill and In-process R&D (De

Goodwill and In-process R&D (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 2,189,338
In-process R&D	$ 5,866,000

Accrued Expenses and other pa35

Accrued Expenses and other payables (Schedule of Accrued Expenses) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accrued Liabilities, Current [Abstract]
Accrued clinical trial and other expenses	$ 811,728	$ 580,218
Compensation and related benefits	34,160	642,532
Deferred rent	31,775	42,423
Patent fees	35,000	40,000
Other expenses related to Pelican acquisition	82,301
Accrued expenses	$ 994,964	$ 1,305,173

Stock-Based Compensation (Narra

Stock-Based Compensation (Narrative) (Details) - USD ($)	Jul. 23, 2013	Mar. 10, 2011	Mar. 23, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Class of Stock [Line Items]
Stock based compensation						$ 546,321	$ 460,505
Price per share	$ 12.50	$ 0.48
Warrants, expiry period	5 years		5 years
Common stock issued for conversion of warrants	125,000	17,392	6,825,000
Expiration period		10 years
Warrants outstanding				17,392		17,392
Weighted average grant-date fair value of stock options granted						$ 0.54
Unrecognized stock-based compensation expense				$ 1,761,037		$ 1,761,037
Stock awards granted				2,673,549		2,673,549		1,136,753
Employees [Member]
Class of Stock [Line Items]
Stock based compensation				$ 8,150		$ 8,150
Stock awards granted				291,375		291,375
Warrants to purchase common stock at $1.00 per share [Member]
Class of Stock [Line Items]
Price per share				$ 1		$ 1
Warrants to purchase shares of common stock issuable at $12.50 per share [Member]
Class of Stock [Line Items]
Price per share				12.50		12.50
Warrants to purchase shares of common stock issuable at $0.48 per share [Member]
Class of Stock [Line Items]
Price per share				$ 0.48		$ 0.48
Restricted Stock [Member] | Non Employees [Member]
Class of Stock [Line Items]
Stock based compensation				$ 5,000	$ 14,579	$ 26,000	17,496
Restricted Stock [Member] | Employees [Member]
Class of Stock [Line Items]
Stock based compensation				16,314	0	152,521	0
Stock options [Member]
Class of Stock [Line Items]
Stock based compensation				$ 122,657	$ 96,020	$ 367,800	$ 434,859
Warrant [Member]
Class of Stock [Line Items]
Stock awards granted				2,961,571		2,961,571

Stock-Based Compensation (Sched

Stock-Based Compensation (Schedule of Stock Option Activity) (Details)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Shares
Outstanding, December 31, 2016 | shares	1,136,753
Granted | shares	1,731,500
Forfeited | shares	(194,704)
Outstanding, September 30, 2017 | shares	2,673,549
Weighted Average Exercise Price
Outstanding, December 31, 2016 | $ / shares	$ 3.93
Granted | $ / shares	0.80
Forfeited | $ / shares	2.12
Outstanding, September 30, 2017 | $ / shares	$ 2.04

Stock-Based Compensation (Sch38

Stock-Based Compensation (Schedule of Stock Option Valuation Assumptions) (Details)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Dividend yield	0.00%
Expected volatility	76.96%
Risk-free interest rate	2.16%
Expected lives (years)	6 years 2 months 30 days

Stock-Based Compensation (Summa

Stock-Based Compensation (Summary of Outstandng Stock Options) (Details)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Options Outstanding
Balance | shares	2,673,549
Weighted Average Remaining Contractual Life (Years)	8 years 6 months
Weighted Average Exercise Price | $ / shares	$ 2.04
Options Vested and Exercisable
Balance | shares	953,120
Weighted Average Remaining Contractual Life (Years)	7 years
Weighted Average Exercise Price | $ / shares	$ 3.87

Financing (Details)

Financing (Details) - USD ($)	Mar. 28, 2017	Dec. 31, 2016	Sep. 30, 2017	Sep. 30, 2016
Commission rate for FBR			3.00%
Issuance of common stock, shares		4,791,377	2,348,580
Shares issued under public offering	5,000,000		5,750,000
Offering price per share	$ 0.80
Proceeds from sale of common stock	$ 4,100,000	$ 6,800,000	$ 2,463,180	$ 3,027,677
Over-Allotment Option [Member]
Shares issued under public offering	750,000
Rights Offering [Member]
Subscription price per share			$ 0.62
Sales Agreement [Member]
Proceeds from sale of common stock			$ 2,300,000
Sale of stock			2,348,580

Grant and Licensing Revenues (D

Grant and Licensing Revenues (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Grant received for preclinical activities from CPRIT	$ 500,000		$ 900,000
Research funding revenue		$ 200,000		$ 200,000
Deferred revenue	$ 938,388		938,388
Pelican Therapeutics, Inc. [Member]
Grant received for preclinical activities from CPRIT			$ 15,200,000

Net Loss Per Share (Schedule of

Net Loss Per Share (Schedule of Reconciliation of Net Loss to Net Loss Attributable to Heat Biologics, Inc.) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Net loss	$ (2,504,178)	$ (1,663,988)	$ (9,053,987)	$ (9,431,241)
Net loss: Non-controlling interest	(203,371)	(47,042)	(344,328)	(329,471)
Net loss attributable to Heat Biologics, Inc.	$ (2,300,807)	$ (1,616,946)	$ (8,709,659)	$ (9,101,770)
Weighted-average number of common shares used in net loss per share attributable to Heat Biologics, Inc. - basic and diluted	35,786,606	19,420,026	32,695,360	15,371,267
Net loss per share attributable to Heat Biologics, Inc. - basic and diluted	$ (0.06)	$ (0.08)	$ (0.27)	$ (0.59)

Net Loss Per Share (Schedule 43

Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	2,673,549	1,219,847
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	291,375
Common stock warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	3,103,963	4,193,410

Income Tax (Narrative) (Details

Income Tax (Narrative) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Unrecognized income tax benefits	$ 0	$ 0
Income tax expense accrued	$ 0	$ 0