Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | ||
Entity Central Index Key | 1,476,963 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 4,756,069 | ||
Trading Symbol | HTBX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 20,543,626 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 9,763,067 | $ 7,842,667 |
Accounts receivable | 14,833 | 82,305 |
Prepaid expenses and other current assets | 1,967,257 | 338,049 |
Total Current Assets | 11,745,157 | 8,263,021 |
Property and Equipment, net | 286,891 | 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 |
Related party receivable | 103,017 | |
Deferred financing costs | 30,000 | |
Total Other Assets | 8,157,428 | 273,986 |
Total Assets | 20,189,476 | 8,896,599 |
Current Liabilities | ||
Accounts payable | 1,033,680 | 290,058 |
Deferred revenue | 7,026,388 | |
Accrued expenses and other liabilities | 2,276,431 | 1,305,173 |
Total Current Liabilities | 10,336,499 | 1,595,231 |
Long Term Liabilities | ||
Other long-term liabilities | 160,559 | 461,434 |
Deferred tax liability | 1,302,220 | |
Contingent consideration | 2,609,289 | |
Total Liabilities | 14,408,567 | 2,056,665 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 100,000,000 shares authorized, 4,200,310 and 2,620,439 issued and outstanding at December 31, 2017 and 2016, respectively | 840 | 524 |
Additional paid-in capital | 76,382,262 | 65,872,943 |
Accumulated deficit | (68,846,326) | (57,004,655) |
Accumulated other comprehensive loss | (166,025) | (72,231) |
Total Stockholders' Equity - Heat Biologics, Inc | 7,370,751 | 8,796,581 |
Non-Controlling Interest | (1,589,842) | (1,956,647) |
Total Stockholders' Equity | 5,780,909 | 6,839,934 |
Total Liabilities and Stockholders' Equity | $ 20,189,476 | $ 8,896,599 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.0002 | $ 0.0002 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,200,310 | 2,620,439 |
Common stock, shares outstanding | 4,200,310 | 2,620,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Grant and licensing revenue | $ 1,519,943 | $ 341,643 |
Operating expenses: | ||
Research and development | 8,267,549 | 9,330,677 |
General and administrative | 6,370,954 | 4,138,285 |
Change in fair value of contingent consideration | 224,289 | |
Total operating expenses | 14,862,792 | 13,468,962 |
Loss from operations | (13,342,849) | (13,127,319) |
Interest income | 22,167 | 31,142 |
Other income, net | 101,276 | 670,781 |
Interest expense | (549,403) | |
Total non-operating income (expenses), net | 123,443 | 152,520 |
Net loss before income tax benefit | (13,219,406) | (12,974,799) |
Income tax benefit | 809,540 | |
Net loss | (12,409,866) | (12,974,799) |
Net loss - non-controlling interest | (568,195) | (400,847) |
Net loss attributable to Heat Biologics, Inc. | $ (11,841,671) | $ (12,573,952) |
Net loss per share attributable to Heat Biologics, Inc.- basic and diluted | $ (3.08) | $ (7.15) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 3,845,342 | 1,758,621 |
Other comprehensive loss: | ||
Net loss | $ (12,409,866) | $ (12,974,799) |
Unrealized (loss) gain on foreign currency translation | (93,794) | 14,353 |
Total comprehensive loss | (12,503,660) | (12,960,446) |
Comprehensive loss - non-controlling interest | (568,195) | (400,847) |
Comprehensive loss attributable to Heat Biologics, Inc. | $ (11,935,465) | $ (12,559,599) |
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, 2015 | $ 169 | $ 48,567,648 | $ (44,430,703) | $ (86,584) | $ (1,555,800) | $ 2,494,730 |
Public offering, 910,000 shares, net of underwriters discounts | 182 | 6,287,068 | 6,287,250 | |||
Exercise of warrants, 386,343 shares | 77 | 3,863,352 | 3,863,429 | |||
Issuance of common stock, 479,138 shares | 96 | 7,082,430 | 7,082,526 | |||
Stock issuance costs | (510,185) | (510,185) | ||||
Stock-based compensation | 582,630 | 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 | 524 | 65,872,943 | (57,004,655) | (72,231) | (1,956,647) | 6,839,934 |
Public offering, 575,000 shares, net of underwriters discounts | 115 | 4,182,885 | 4,183,000 | |||
Public offering, 620,650 shares, net of underwriters discounts | 124 | 2,446,855 | 2,446,979 | |||
Issuance of common stock, 234,858 shares | 47 | 2,463,133 | 2,463,180 | |||
Issuance of common stock for acquisition of Pelican, 133,106 shares | 27 | 1,051,973 | 1,052,000 | |||
Acquisition of non-controlling interest of Pelican | 935,000 | 935,000 | ||||
Stock issuance costs | (324,654) | (324,654) | ||||
Stock-based compensation | 3 | 689,127 | 689,130 | |||
Other comprehensive gain (loss) | (93,794) | (93,794) | ||||
Net loss | (11,841,671) | (568,195) | (12,409,866) | |||
Balance at Dec. 31, 2017 | $ 840 | $ 76,382,262 | $ (68,846,326) | $ (166,025) | $ (1,589,842) | $ 5,780,909 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Public offering, shares | 575,000 | 910,000 |
Public offering, shares | 620,650 | |
Exercise of warrants, shares | 386,343 | |
Issuance of common stock, shares | 234,858 | 479,138 |
Issuance of common stock Pelican, shares | 133,106 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12,409,866) | $ (12,974,799) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 134,084 | 132,077 |
Amortization of deferred financing costs and debt issuance costs | 218,827 | |
Amortization of held to maturity investment premium | 32,733 | |
Stock based compensation | 689,130 | 582,630 |
Change in fair value of contingent consideration | 224,289 | |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Accounts receivable | 67,767 | (82,440) |
Prepaid expenses and other current assets | (1,525,306) | 532,872 |
Related party receivable | (45,000) | |
Deferred financing costs | (30,000) | |
Accounts payable | (175,901) | (1,690,048) |
Deferred revenue | 7,026,388 | |
Deferred tax liability | (809,540) | |
Accrued expenses and other liabilities | 806,158 | (542,255) |
Other long-term liabilities | (300,875) | 311,686 |
Net Cash Used in Operating Activities | (6,303,672) | (13,523,717) |
Cash Flows from Investing Activities | ||
Proceeds from maturities of short-term investments | 6,656,910 | |
Purchase of Pelican, net | (468,801) | |
Purchase of property and equipment | (61,383) | (45,936) |
Net Cash Used in Investing Activities | (530,184) | 6,610,974 |
Cash Flows from Financing Activities | ||
Proceeds from public offerings, net of underwriting discounts | 6,629,979 | 6,287,250 |
Proceeds from the issuance of common stock, net of commissions | 2,463,180 | 7,082,526 |
Proceeds from the exercise of warrants | 3,863,429 | |
Stock issuance costs | (324,654) | (488,585) |
Payments on long term debt | (6,941,821) | |
Net Cash Provided by Financing Activities | 8,768,505 | 9,802,799 |
Effect of exchange rate changes on cash and cash equivalents | (14,249) | 12,656 |
Net Increase in Cash and Cash Equivalents | 1,920,400 | 2,902,712 |
Cash and Cash Equivalents - Beginning of Period | 7,842,667 | 4,939,955 |
Cash and Cash Equivalents - End of Period | 9,763,067 | 7,842,667 |
Supplemental Disclosure for Cash Flow Information | ||
Contingent consideration | 2,385,000 | |
Issuance of common stock for purchase of Pelican | 1,052,000 | |
Interest paid | $ 330,576 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization | |
Organization | 1. Organization Heat Biologics, Inc. (Heat or the Company) is a biopharmaceutical company developing approaches to activate and co-stimulate a patients immune system against cancer. Our co-stimulatory antibody is designed to harness the body's natural antigen specific immune activation and tolerance mechanisms to reprogram the immunity and provide a long-term, durable clinical effect. Our T-cell Activation Platform (TCAP) produces therapies designed to turn cold tumors hot, and be administered in combination with checkpoint inhibitors and other immuno-modulators to increase effectiveness. Unlike many other patient specific immunotherapy approaches, our drugs are off-the-shelf which means that we can administer drug immediately without extracting patient material at a substantially lower cost. Our TCAP product candidates from our ImPACT ® ComPACT ® 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, and dengue and yellow fever. 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. 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. All share numbers in the Consolidated financial statements and footnotes below have been adjusted for the one-for-ten reverse stock split effective January 19, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 $68.8 million as of December 31, 2017 and a net loss of approximately $12.4 million for the year ended December 31, 2017, 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 that it entered into with H.C. Wainwright & Co., LLC (H.C. Wainwright) in January 2018, partnerships, collaborations, debt financings, and other funding transactions. There can be no assurance that the Company will be able to meet the requirements for use of the H.C. Wainwright Sales Agreement or to complete any such transactions on acceptable terms or otherwise. The Company has, and plans to continue to direct its resources primarily to advance the Phase 2 trial evaluating HS-110 in combination with nivolumab, a Bristol-Myers Squibb PD-1 checkpoint inhibitor, for the treatment of non-small cell lung cancer (NSCLC). Further goals for both Heat and Pelican in 2018 are focused on expanding their clinical and regulatory pipeline and milestones; building research areas and broadening therapeutic applications for its compounds; and securing partnerships and/or collaborations. 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. Additionally, beginning April 28, 2017 the accompanying consolidated financials include Pelican. 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, 2017 and 2016, Heat held a 92.5% controlling interest in Heat I. The December 31, 2017 year-end financials include the 80% controlling interest in Pelican as of April 28, 2017. Heat 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. Segments The Company has one reportable segment the development of immunotherapies designed to activate and expand a patients T-cell mediated immune system against cancer. 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 $2,292 and $101,171 at December 31, 2017 and 2016, 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. 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, 2017 and 2016, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2017 was $9,513,067. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. 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, 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 Companys 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 summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the year ended December 31, 2017: Contingent Consideration Balance at December 31, 2016 $ Acquisition of Pelican 2,385,000 Change in fair value 224,289 Balance at December 31, 2017 $ 2,609,289 The change in the fair value of the contingent consideration of $224,289 for the year ended December 31, 2017 was primarily due to the effect of the change in discount rate and passage of time on the fair value measurement. Adjustments associated with the change in fair value of contingent consideration are included in the Companys consolidated statement of operations and comprehensive loss. The following table presents quantitative information about the inputs and valuation methodologies used for the Companys fair value measurements of contingent consideration classified as Level 3 as of December 31, 2017: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 11.79% to 3.91% Probability of occurrence 34.2% to 80% 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 On December 22, 2017, the Tax Cuts and Jobs Act (Tax Act) was signed into law. The Tax Act lowered the Federal corporate tax rate from 34% to 21% and made numerous other tax law changes. The Company has measured deferred tax assets at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled. The Company is required to recognize the effect of tax law changes in the period of enactment. Reasonable estimates were made based on the Companys analysis of the Tax Act. These provisional amounts may be adjusted during 2018 when additional information is obtained. Additional information that may affect our provisional amounts would include further clarification and guidance on how the Internal Revenue Service will implement the Tax Act, including guidance with respect to guidance on how state taxing authorities will implement tax reform and the related effect on our state income tax returns, completion of its 2017 tax return filings, and the potential for additional guidance from the Financial Accounting Standards Board related to the Tax Act. 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, 2017 and 2016 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, 2017 and 2016, and the remaining 20% ownership of Pelican that Heat does not own as of December 31, 2017. Revenue Recognition Revenue generally consists of research funding from the Companys CPRIT Grant and a research funding agreement with Shattuck that terminated on January 31, 2017. 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. 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. Managements 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 3). 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 1, 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 December 31, 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 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, the Company 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 3). 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 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 | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Pelican Therapeutics | 3 . 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 133,106 shares of the Companys 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 Pelicans accrued liabilities are not satisfied for less than $0.25 million. The Cash Consideration and Stock Consideration are currently being distributed but have not been finalized as of December 31, 2017. 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: $2.0 million upon Pelicans dosing of the first patient in its first Phase 1 trial for an oncology indication; $1.5 million upon Pelicans dosing of the first patient in its first Phase 2 trial for an oncology indication; $3.0 million upon successful outcome of the first Phase 2 trial for an oncology indication; $6.0 million upon Pelicans dosing of the first patient in its first Phase 3 trial for an oncology indication; $3.0 million upon Pelicans dosing of the first patient in its first Phase 3 trial for a non- oncology indication; $7.5 million upon successful outcome of the first Phase 3 trial for an oncology indication; $3.0 million upon successful outcome of the first Phase 3 trial for a non-oncology indication; $7.5 million upon acceptance of a Biologics License Application (BLA) submission for an oncology indication; $3.0 million upon acceptance of a BLA submission for a non-oncology indication; $7.5 million upon first product indication approval in the United States or Europe for an oncology indication; $3.0 million upon first product indication approval in the United States or Europe for a non-oncology indication. The fair value of these future milestone payments is 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 December 31, 2017, the Company determined the change in the estimated fair value of the contingent consideration was approximately $0.2 million for the year ended December 31, 2017. We have recorded the assets purchased and liabilities assumed at their estimated fair value in accordance with FASB ASC Topic 805: Business Combinations. The purchase price exceeded the fair value of the net assets acquired resulting in goodwill of approximately $2.2 million. The identifiable indefinite-lived intangible assets consists of in-process R&D of approximately $5.9 million. 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. Operations of the acquired entity are included in the consolidated statements of operations from the acquisition date. Fees and expenses associated with the acquisition were approximately $0.6 million for the twelve months ended December 31, 2017 and are reported in our general and administrative expense. 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. 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. In May 2016, Pelican was awarded a $15.2 million CPRIT Grant from CPRIT for development of Pelicans lead product candidate, PTX-25. The CPRIT Grant is expected to allow Pelican to develop PTX-25 through a 70-patient Phase 1 clinical trial. The Phase 1 clinical trial will be designed to evaluate PTX-25 in combination with other immunotherapies. The CPRIT Grant is subject to customary CPRIT funding conditions including a matching funds requirement where Pelican will match $0.50 for every $1.00 from CPRIT. Consequently, Pelican is required to raise $7.6 million in matching funds over the three year project. As of December 31, 2017, we have provided approximately $1.2 million in matching funding and we have $6.4 million remaining to provide over the three-year project, with $2.9 million remaining for the second CPRIT fiscal year (June 2017 through May 2018) of the award, and $3.5 million for the third CPRIT fiscal year (June 2018 through May 2019). As of December 31, 2017, CPRIT has provided $8.3 million of the total $15.2 million grant. The remaining $6.9 million will become available in the third CPRIT fiscal year (June 2018 through May 2019). Since its acquisition on April 28, 2017, Pelican has contributed net revenue and net loss of approximately $1.5 million and $1.7 million, respectively, which are included in the Companys consolidated statement of operations for the year ended December 31, 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 years ended December 31, 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. December 31, (in thousands except per share value) 2017 2016 Grant and licensing revenue $ 1,520 $ 342 Net loss (12,800 ) (13,679 ) Net loss: Non-controlling interest (646 ) (542 ) Net loss attributable to Heat Biologics, Inc. $ (12,154 ) $ (13,137 ) Net loss per share attributable to Heat Biologics, Inc.basic and diluted $ (3.16 ) $ (7.23 ) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: December 31, 2017 2016 Prepaid manufacturing expense $ 1,551,597 $ 57,131 Prepaid insurance 218,750 217,500 Other prepaid expenses 87,937 63,418 Other current assets 108,973 $ 1,967,257 $ 338,049 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over estimated useful lives ranging generally from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Property and equipment consisted of the following at: December 31, 2017 2016 Lab equipment $ 645,433 $ 587,366 Computers 41,333 38,903 Furniture and fixtures 55,883 55,883 Total 742,649 682,152 Accumulated depreciation (455,758 ) (322,560 ) Property and equipment, net $ 286,891 $ 359,592 Depreciation expense totaled $134,084 and $132,077 for the years ended December 31, 2017 and 2016, respectively. |
Goodwill and In-process R&D
Goodwill and In-process R&D | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and In-process R&D | 6. Goodwill and In-process R&D The following table provides a rollforward of the Companys goodwill as of December 31, 2017: Goodwill Balance at December 31, 2016 $ Goodwill from acquisition of Pelican 2,189,338 Balance at December 31, 2017 $ 2,189,338 The following table provides a rollforward of the Companys in-process R&D as of December 31, 2017: In-process R&D Balance at December 31, 2016 $ In-process R&D from acquisition of Pelican 5,866,000 Balance at December 31, 2017 $ 5,866,000 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following at: December 31, 2017 2016 Accrued clinical trial expenses $ 1,504,240 $ 580,218 Compensation and related benefits 542,434 642,532 Patent fees 40,000 40,000 Deferred rent 27,457 42,423 Other expenses 162,300 $ 2,276,431 $ 1,305,173 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2017 | |
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 which replaced the milestone payment of $250,000 by 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 ( “ ” · 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 · University of Miami - Pelican The University of Miami owns 2.5% of Pelican ’ License 0331, 0539 · Pelican is obligated to make milestone payments as follows: $150,000 due upon submission and approval of an IND and the completion of a Phase 1 clinical trial and $250,000 due upon the earlier of May 2022 or approval of an NDA. The Company has the right to terminate this Agreement without obligation for future unpaid milestones. · In August 2009, Pelican and the University entered into a second amendment ( “ ” · In February 2010, Pelican and the University entered into a third amendment ( “ ” · In October 2010, Pelican and the University entered into a fourth amendment ( “ ” License I176 · On December 12, 2010, Pelican entered into another license agreement (I176) with the University for one component of complimentary technology to the July 11, 2008 agreement. Pelican agreed to pay the University a license fee of $50,000 and a reimbursement of $15,797 for past patent fees. Pelican also agreed to make a minimum royalty payment of $10,000 during 2012 through 2014 and then $20,000 every year thereafter. Pelican is obligated to make milestone payments as follows: $150,000 due upon submission and approval of an IND and the completion of a Phase 1 clinical trial and $500,000 due upon the earlier of May 2022 or approval of an NDA. The Company has the right to terminate this Agreement without obligation for future unpaid milestones. · In August 2012, Pelican and the University entered into a second amendment ( “ ” UMM143 · On November 19, 2013, Pelican entered into another license agreement (UMM143) with the University for an exclusive license of complimentary technology and patent rights. Pelican agreed to pay the University a license issue fee of $35,000, and agreed to make minimum royalty payments if the I176 license agreement is terminated. No minimum royalty payments or milestone payments are due for any year in which the I176 license agreement is in force. The Company has the right to terminate this Agreement without obligation for future unpaid milestones. · 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 ( “ ” · In June 2016, the Company entered into an exclusive license agreement with Shattuck Labs, Inc. (Shattuck) pursuant to which the Company licensed certain provisional patent applications and know-how related to fusion proteins to treat cancer and other diseases that were not being developed by us. Shattuck paid the Company an initial license fee of $50,000 and is obligated to pay the Company fees upon its receipt of sublicensing income, achievement of certain milestones and royalties upon sales of commercial products. Inasmuch as the technology that the Company out-licensed is in the early stages of development and there is a low likelihood of success for any technology at such stage, there can be no assurance that any products will be developed by Shattuck or that we will derive any revenue from Shattuck. Future minimum royalty payments for licenses as of December 31, 2017 are as follows (in thousands): Year ended December 31, 2018 64 2019 74 2020 103 2021 228 2022 784 Total $ 1,253 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
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, 2017 and 2016. As of December 31, 2017 and 2016, there were no outstanding shares of Preferred Stock. Heat had 100,000,000 shares of common stock (par value $0.0002) authorized as of December 31, 2017. On January 19, 2018, Heat announced a reverse stock split of its shares of common stock at a ratio of 1-for-10. The reverse stock took effect as of 11 p.m. ET on January 19, 2018, to trade on a post-split basis at the market open on January 22, 2018. During the companys annual shareholder meeting held June 29, 2017, shareholders approved the companys reverse stock split, and granted the board of directors the authority to implement and determine the exact split ratio. When the reverse stock split became effective, every 10 shares of the companys issued and outstanding common stock were combined into one share of common stock. Effecting the reverse stock split reduced the number of issued and outstanding common stock from approximately 42 million shares to approximately 4.2 million. Therefore, of the 100,000,000 common stock shares authorized, 4,200,310 and 2,620,439 common stock shares were issued and outstanding as of December 31, 2017 and 2016, 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 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 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 have been made pursuant to the Companys shelf registration statement on Form S-3 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 479,138 shares of common stock under the FBR Sales Agreement resulting in net proceeds of approximately $6.8 million. For the year ended December 31, 2017, the Company sold an additional 234,858 shares of common stock under the Sales Agreement resulting in net proceeds of approximately $2.3 million after FBRs commission and other expenses. On November 3, 2017, the Company terminated its At Market Issuance Sales Agreement with FBR. On March 28, 2017, the Company sold pursuant to the terms of an Underwriting Agreement (the Underwriting Agreement) the Company sold pursuant to the terms of an Underwriting Agreement (the Underwriting Agreement (Aegis), as representative of the several underwriters named therein (the Underwriters), 500,000 shares of the Companys common stock and 75,000 additional shares of the common stock to cover over-allotments at an offering price of $8.00 per share, (the March Offering). The net proceeds to the Company from the March 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. In November 2017, the Company sold pursuant to the terms of an Underwriting Agreement (the Underwriting Agreement) the Company sold pursuant to the terms of an Underwriting Agreement (the Underwriting Agreement (Aegis), as representative of the several underwriters named therein (the Underwriters), 581,395 shares of the Companys common stock, and 39,255 additional shares of the common stock to cover over-allotments at an offering price of $4.30 per share, (the Offering). The net proceeds to the Company from the Offering were approximately $2.4 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 In January 2017, the Company granted 42,850 restricted stock units to the employees of the company in which 25%, (10,713 restricted stock units) vested immediately and the remainder will vest on each anniversary of the grant date over a three-year period contingent on continued employment with the Company. On December 30, 2016, the Company granted 7,500 restricted stock units to the Chief Executive Officer in which 25% (1,875 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 500 shares to one of its employees during the year ended December 31, 2016. The Company recognized $169,517 and $24,278 in stock-based compensation expense for employees related to restricted stock awards during the years ended December 31, 2017 and 2016, respectively. The Company recognized stock-based compensation related to issuance of restricted stock to nonemployees in exchange for services totaling $31,000 and $27,996 for the years ended December 31, 2017 and 2016, respectively. Common Stock Warrants In connection with our July 23, 2013 initial public offering, the Company issued warrants to the underwriters for 12,500 shares of common stock issuable at $125.00 per share upon exercise. The warrants expire five years from the issuance date. On March 10, 2011, the Company issued warrants to purchase 3,261 shares of common stock to non-employee placement agents in consideration for a private equity placement transaction. The warrants have an exercise price of $4.80 per share and expire 10 years from the issuance date. In February 2014, 1,523 warrants were exercised in cashless transactions that resulted in the issuance of 1,432 shares of common stock and 1,738 are outstanding. During the year ended December 31, 2017 there were no warrant exercises. During the year ended December 31, 2016, in connection with the March 23, 2016 public offering, the Company issued 910,000 shares of common stock and warrants to purchase 682,500 shares of common stock (after the effect of the stock split). 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 $10.00 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 . As o The Company has a total of 310,397 warrants outstanding at a weighted average exercise price of $14.60 to purchase its common stock as of December 31, 2017. These warrants are summarized as follows: Issuance Date Number of Shares Exercise Price Expiration Date 3/10/2011 1,738 $ 4.80 3/10/2021 7/23/2013 12,500 $125.00 7/23/2018 3/23/2016 296,159 $ 10.00 3/23/2021 The following table summarizes the warrant activity of the Companys common stock warrants: Common Stock Warrants Outstanding, December 31, 2015 14,238 March 23, 2016 public offering 682,500 Exercised (386,341 ) Expired Outstanding, December 31, 2016 310,397 Exercised Expired Outstanding, December 31, 2017 310,397 Equity Compensation Plans 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 21,739 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 21,739 to 65,217. The Company amended the 2009 Plan to increase the number of shares available for issuance to 86,957. As of December 31, 2017 and 2016, there were 24,042 and 24,977 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 50,000 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 60,000 and in 2016, the stockholders approved an amendment that allowed the Company to grant up to 300,000 awards in total. As of December 31, 2017 and 2016, there were 232,768 and 88,699 stock options outstanding under the 2014 Plan, respectively. 2017 Stock Incentive Plan In June 2017, the stockholders approved the 2017 Stock Incentive Plan of Heat Biologics, Inc. (the 2017 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 2017 Plan. As of December 31, 2017 there were 10,000 stock options outstanding under the 2017 Plan. There were no options outstanding under the 2017 Plan as of December 31, 2016. There are 553,196 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, 2017 2016 Employee stock options $ 474,251 $ 527,697 Non-employee stock options 14,362 2,664 Employee stock awards 169,517 24,276 Non-employee stock awards 31,000 27,993 $ 689,130 $ 582,630 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, 2017 2016 Dividend yield 0.0 % 0.0 % Expected volatility 76.35-79.08 % 72.95-78.54 % Risk-free interest rate 1.86-2.26 % 1.36-2.25 % Expected term (years) 5.8-7.8 5.4 - 6.3 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 $488,613 and $530,361 in stock-based compensation expense for the years ended December 31, 2017 and 2016, respectively, for the Companys stock option awards. The following tables summarize the stock option activity for the year ended December 31, 2017: Shares Weighted Average Exercise Price Outstanding, December 31, 2016 113,672 $ 39.32 Granted 190,151 $ 7.88 Exercised $ Forfeited/Expired (37,013 ) $ 20.18 Outstanding, December 31, 2017 266,810 $ 19.57 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2017 and 2016 was $5.33 and $12.84, respectively. The following table summarizes information about stock options outstanding at December 31, 2017: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 266,810 7.97 $19.57 105,102 6.07 $36.28 As of December 31, 2017, the unrecognized stock-based compensation expense related to unvested stock options was approximately $2.2 million that is expected to be recognized over a weighted average period of approximately 16.7 months. Total stock-based compensation expense including restricted stock, stock options, and common stock was $689,130 and $582,630 for the years ended December 31, 2017 and 2016, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Current expense: Federal $ $ State Foreign Deferred expense (benefit): Federal $ (762,580 ) $ State (46,960 ) Total $ (809,540 ) $ On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was enacted into law. The Tax Act lowered the Federal corporate tax rate from 34% to 21% for periods beginning on or after January 1, 2018 and made numerous other tax law changes. The Company has measured deferred tax assets at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled. The Company is required to recognize the effect of tax law changes in the period of enactment. Additional federal and state interpretive guidance is still forthcoming that could potentially affect the measurement of these balances or give rise to new deferred tax amounts. As such, the remeasurement of our deferred tax balance is provisional pending future guidance. The Company reasonably anticipates that any such guidance will be available prior to December 31, 2018. Further, as part of the acquisition of Pelican, indefinite-lived intangibles were included for in-process R&D. This results in a deferred tax liability as there is no tax basis for these intangibles. Indefinite-lived intangibles are not available to offset deferred tax assets for purposes of determining any needed valuation allowance. Therefore, the valuation allowance was applied only to the definite-lived deferred tax assets and liabilities resulting in a net deferred tax liability position. 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, 2017 2016 Federal income tax expense at statutory rate $ (4,495,000 ) $ (4,411,000 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit (194,000 ) 69,000 Foreign rate differential 16,000 (18,000 ) Non-deductible expenses 9,000 8,000 Prior-period true-up 547,000 Research & development credit (409,000 ) (575,000 ) Stock-based compensation 84,000 113,000 Acquisition costs 96,000 Reserve for loss carryforwards limited by Sec. 382 (541,000 ) Tax reform impact 8,024,000 Other 45,460 (1,000 ) Increase in valuation allowance (3,445,000 ) 4,268,000 $ (809,540 ) $ The tax effects of temporary differences and operating loss carryforwards that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31, 2017 and December 31, 2016: December 31, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 15,117,487 $ 19,303,020 Research & development credit 1,966,964 1,557,475 Stock-based compensation 629,447 838,297 Contingent consideration 599,343 Other 128,522 203,661 Deferred tax assets 18,441,763 21,902,453 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (26,307 ) (41,953 ) Intangible assets (1,302,220 ) Deferred tax liabilities: (1,328,527 ) (41,953 ) Valuation allowance (18,415,456 ) (21,860,500 ) Net deferred income taxes $ 1,302,220 $ On April 28, 2017, the Company acquired 80% of the stock of Pelican. The company has integrated Pelican into the 12/31/17 provision including all current year activity, NOLs, and credit carryforwards. A deferred tax liability was created and booked to the trial balance during the transaction with the creation of intangible assets that will not have tax basis. Costs incurred during the transaction have been deemed as either facilitative or success based and accounted for under the guidance of IRS §1.263(a) and Rev. Proc. 2011-29. At December 31, 2017 and December 31, 2016, 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 decreased from $21,860,500 at December 31, 2016 to $18,415,456 at December 31, 2017. The decrease in valuation allowance was due primarily to the decrease in future federal tax rate from 34% to 21%. At December 31, 2017, the Company has federal net operating loss carryforwards of $68,272,110 including $3,119,000 acquired from Pelican, which are available to offset future taxable income. However, due to potential Section 382 limitations (discussed in further detail below) a reserve has been set up for the Pelican NOL of $2,238,822. The federal net operating loss carryforwards begin to expire in 2029. The Company has various state net operating loss carryforwards totaling $63,085,859, including $2,922,000 from Pelican, 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 $98,886. 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 2016. On December 22, 2017, the Tax Cuts and Jobs Act (Tax Act) was signed into law. The Tax Act lowered the Federal corporate tax rate from 34% to 21% and made numerous other tax law changes. The Company has measured deferred tax assets at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled. U.S. GAAP requires companies to recognize the effect of tax law changes in the period of enactment. Reasonable estimates were made based on the Companys analysis of the Tax Act. These provisional amounts may be adjusted during 2018 when additional information is obtained. Additional information that may affect our provisional amounts would include further clarification and guidance on how the Internal Revenue Service will implement the Tax Act, including guidance with respect to guidance on how state taxing authorities will implement tax reform and the related effect on our state income tax returns, completion of our 2017 tax return filings, and the potential for additional guidance from the Financial Accounting Standards Board related to the Tax Act. 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, 2017 | |
Related Party Transactions [Abstract] | |
Related Party | 11. Related Party Transactions The Company compensates its board members. Board members received between approximately $77,000 and $242,000 and $61,000 and $118,000, for services rendered during 2017 and 2016, respectively. The Company acquired 80% of the outstanding equity of Pelican, a related party, during the year ended December 31, 2017, see Note 3. The Company had a related party receivable balance of $0 and $103,017 as of December 31, 2017 and 2016, respectively. This related party receivable reflects a percent of labor that the Companys former Chief Scientific Officer, Dr. Schreiber performed on behalf of the Companys former subsidiary Pelican during 2016. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, all of the Companys common stock options and warrants are anti-dilutive and therefore have been excluded from the diluted calculation. The following table reconciles net loss to net loss attributable to Heat Biologics, Inc.: For the years ended December 31, 2017 2016 Net loss $ (12,409,866 ) $ (12,974,799 ) Net loss - Non-controlling interest (568,195 ) (400,847 ) Net loss attributable to Heat Biologics, Inc. $ (11,841,671 ) $ (12,573,952 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders basic and diluted 3,845,342 1,758,621 Net loss per share attributable to Heat Biologics, Inc basic and diluted $ (3.08 ) $ (7.15 ) 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, 2017 2016 Outstanding stock options 266,810 113,672 Unvested restricted stock units 21,779 5,625 Outstanding common stock warrants 310,397 310,397 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies During 2014, the Company entered into a five-year lease for a total of 5,979 square feet. 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 $226,001 and $259,050, for the years ended December 31, 2017 and 2016, respectively. In 2018, Pelican entered into a five-year lease for a total of 5,156 square feet. The Company anticipates occupancy by March 2018. The Companys approximate future minimum payments for its operating lease obligations that have initial remaining non-cancelable terms in excess of one year are as follows: Years ending December 31, 2018 324,551 2019 309,729 2020 115,580 2021 118,158 2022 120,736 Thereafter 20,194 Total $ 1,008,948 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 18, 2018, the Company entered into a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC as sales agent, 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 for the sale of up to $3,658,000 of shares of the Companys common stock. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 $68.8 million as of December 31, 2017 and a net loss of approximately $12.4 million for the year ended December 31, 2017, 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 that it entered into with H.C. Wainwright & Co., LLC (H.C. Wainwright) in January 2018, partnerships, collaborations, debt financings, and other funding transactions. There can be no assurance that the Company will be able to meet the requirements for use of the H.C. Wainwright Sales Agreement or to complete any such transactions on acceptable terms or otherwise. The Company has, and plans to continue to direct its resources primarily to advance the Phase 2 trial evaluating HS-110 in combination with nivolumab, a Bristol-Myers Squibb PD-1 checkpoint inhibitor, for the treatment of non-small cell lung cancer (NSCLC). Further goals for both Heat and Pelican in 2018 are focused on expanding their clinical and regulatory pipeline and milestones; building research areas and broadening therapeutic applications for its compounds; and securing partnerships and/or collaborations. 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. Additionally, beginning April 28, 2017 the accompanying consolidated financials include Pelican. 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, 2017 and 2016, Heat held a 92.5% controlling interest in Heat I. The December 31, 2017 year-end financials include the 80% controlling interest in Pelican as of April 28, 2017. Heat 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. |
Segments | Segments The Company has one reportable segment the development of immunotherapies designed to activate and expand a patients T-cell mediated immune system against cancer. |
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 $2,292 and $101,171 at December 31, 2017 and 2016, 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. |
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, 2017 and 2016, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2017 was $9,513,067. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. |
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, 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 Companys 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 summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the year ended December 31, 2017: Contingent Consideration Balance at December 31, 2016 $ Acquisition of Pelican 2,385,000 Change in fair value 224,289 Balance at December 31, 2017 $ 2,609,289 The change in the fair value of the contingent consideration of $224,289 for the year ended December 31, 2017 was primarily due to the effect of the change in discount rate and passage of time on the fair value measurement. Adjustments associated with the change in fair value of contingent consideration are included in the Companys consolidated statement of operations and comprehensive loss. The following table presents quantitative information about the inputs and valuation methodologies used for the Companys fair value measurements of contingent consideration classified as Level 3 as of December 31, 2017: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 11.79% to 3.91% Probability of occurrence 34.2% to 80% |
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 On December 22, 2017, the Tax Cuts and Jobs Act (Tax Act) was signed into law. The Tax Act lowered the Federal corporate tax rate from 34% to 21% and made numerous other tax law changes. The Company has measured deferred tax assets at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled. The Company is required to recognize the effect of tax law changes in the period of enactment. Reasonable estimates were made based on the Companys analysis of the Tax Act. These provisional amounts may be adjusted during 2018 when additional information is obtained. Additional information that may affect our provisional amounts would include further clarification and guidance on how the Internal Revenue Service will implement the Tax Act, including guidance with respect to guidance on how state taxing authorities will implement tax reform and the related effect on our state income tax returns, completion of its 2017 tax return filings, and the potential for additional guidance from the Financial Accounting Standards Board related to the Tax Act. |
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, 2017 and 2016 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, 2017 and 2016, and the remaining 20% ownership of Pelican that Heat does not own as of December 31, 2017. |
Revenue Recognition | Revenue Recognition Revenue generally consists of research funding from the Companys CPRIT Grant and a research funding agreement with Shattuck that terminated on January 31, 2017. 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. |
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. Managements 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 3). |
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 1, 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 December 31, 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, the Company 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 3). |
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 May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-09, 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) Revenue from Contracts with Customers (ASU 2014-09), |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Level 3 Fair Value Measurements | The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the year ended December 31, 2017: Contingent Consideration Balance at December 31, 2016 $ Acquisition of Pelican 2,385,000 Change in fair value 224,289 Balance at December 31, 2017 $ 2,609,289 |
Schedule of Fair Value Measurements of Contingent Consideration | The following table presents quantitative information about the inputs and valuation methodologies used for the Companys fair value measurements of contingent consideration classified as Level 3 as of December 31, 2017: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 11.79% to 3.91% Probability of occurrence 34.2% to 80% |
Acquisition of Pelican Therap24
Acquisition of Pelican Therapeutics (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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. December 31, (in thousands except per share value) 2017 2016 Grant and licensing revenue $ 1,520 $ 342 Net loss (12,800 ) (13,679 ) Net loss: Non-controlling interest (646 ) (542 ) Net loss attributable to Heat Biologics, Inc. $ (12,154 ) $ (13,137 ) Net loss per share attributable to Heat Biologics, Inc.basic and diluted $ (3.16 ) $ (7.23 ) |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at: December 31, 2017 2016 Prepaid manufacturing expense $ 1,551,597 $ 57,131 Prepaid insurance 218,750 217,500 Other prepaid expenses 87,937 63,418 Other current assets 108,973 $ 1,967,257 $ 338,049 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: December 31, 2017 2016 Lab equipment $ 645,433 $ 587,366 Computers 41,333 38,903 Furniture and fixtures 55,883 55,883 Total 742,649 682,152 Accumulated depreciation (455,758 ) (322,560 ) Property and equipment, net $ 286,891 $ 359,592 |
Goodwill and In-process R&D (Ta
Goodwill and In-process R&D (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and In-process R&D | The following table provides a rollforward of the Companys goodwill as of December 31, 2017: Goodwill Balance at December 31, 2016 $ Goodwill from acquisition of Pelican 2,189,338 Balance at December 31, 2017 $ 2,189,338 The following table provides a rollforward of the Companys in-process R&D as of December 31, 2017: In-process R&D Balance at December 31, 2016 $ In-process R&D from acquisition of Pelican 5,866,000 Balance at December 31, 2017 $ 5,866,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and other payables | Accrued expenses consist of the following at: December 31, 2017 2016 Accrued clinical trial expenses $ 1,504,240 $ 580,218 Compensation and related benefits 542,434 642,532 Patent fees 40,000 40,000 Deferred rent 27,457 42,423 Other expenses 162,300 — $ 2,276,431 $ 1,305,173 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
License Agreements Tables | |
Schedule of Future Minimum Royalty Payments | Future minimum royalty payments for licenses as of December 31, 2017 are as follows (in thousands): Year ended December 31, 2018 64 2019 74 2020 103 2021 228 2022 784 Total $ 1,253 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Warrants Outstanding | The Company has a total of 310,397 warrants outstanding at a weighted average exercise price of $14.60 to purchase its common stock as of December 31, 2017. These warrants are summarized as follows: Issuance Date Number of Shares Exercise Price Expiration Date 3/10/2011 1,738 $ 4.80 3/10/2021 7/23/2013 12,500 $125.00 7/23/2018 3/23/2016 296,159 $ 10.00 3/23/2021 |
Summary of Common Stock Warrants by Exercise Price Range | The following table summarizes the warrant activity of the Companys common stock warrants: Common Stock Warrants Outstanding, December 31, 2015 14,238 March 23, 2016 public offering 682,500 Exercised (386,341 ) Expired Outstanding, December 31, 2016 310,397 Exercised Expired Outstanding, December 31, 2017 310,397 |
Schedule of Components of Stock-based Compensation Included in Net Loss | There are 553,196 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, 2017 2016 Employee stock options $ 474,251 $ 527,697 Non-employee stock options 14,362 2,664 Employee stock awards 169,517 24,276 Non-employee stock awards 31,000 27,993 $ 689,130 $ 582,630 |
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, 2017 2016 Dividend yield 0.0 % 0.0 % Expected volatility 76.35-79.08 % 72.95-78.54 % Risk-free interest rate 1.86-2.26 % 1.36-2.25 % Expected term (years) 5.8-7.8 5.4 - 6.3 |
Schedule of Stock Option Activity | The following tables summarize the stock option activity for the year ended December 31, 2017: Shares Weighted Average Exercise Price Outstanding, December 31, 2016 113,672 $ 39.32 Granted 190,151 $ 7.88 Exercised $ Forfeited/Expired (37,013 ) $ 20.18 Outstanding, December 31, 2017 266,810 $ 19.57 |
Schedule of Options Outstanding, Vested and Exercisable | The following table summarizes information about stock options outstanding at December 31, 2017: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2017 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 266,810 7.97 $19.57 105,102 6.07 $36.28 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Current expense: Federal $ $ State Foreign Deferred expense (benefit): Federal $ (762,580 ) $ State (46,960 ) Total $ (809,540 ) $ |
Schedule of Income Tax Rate Reconciliation | 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, 2017 2016 Federal income tax expense at statutory rate $ (4,495,000 ) $ (4,411,000 ) Increase (reduction) in income tax resulting from: State and local income taxes, net of federal benefit (194,000 ) 69,000 Foreign rate differential 16,000 (18,000 ) Non-deductible expenses 9,000 8,000 Prior-period true-up 547,000 Research & development credit (409,000 ) (575,000 ) Stock-based compensation 84,000 113,000 Acquisition costs 96,000 Reserve for loss carryforwards limited by Sec. 382 (541,000 ) Tax reform impact 8,024,000 Other 45,460 (1,000 ) Increase in valuation allowance (3,445,000 ) 4,268,000 $ (809,540 ) $ |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and operating loss carryforwards that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31, 2017 and December 31, 2016: December 31, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 15,117,487 $ 19,303,020 Research & development credit 1,966,964 1,557,475 Stock-based compensation 629,447 838,297 Contingent consideration 599,343 Other 128,522 203,661 Deferred tax assets 18,441,763 21,902,453 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (26,307 ) (41,953 ) Intangible assets (1,302,220 ) Deferred tax liabilities: (1,328,527 ) (41,953 ) Valuation allowance (18,415,456 ) (21,860,500 ) Net deferred income taxes $ 1,302,220 $ |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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.: For the years ended December 31, 2017 2016 Net loss $ (12,409,866 ) $ (12,974,799 ) Net loss - Non-controlling interest (568,195 ) (400,847 ) Net loss attributable to Heat Biologics, Inc. $ (11,841,671 ) $ (12,573,952 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders basic and diluted 3,845,342 1,758,621 Net loss per share attributable to Heat Biologics, Inc basic and diluted $ (3.08 ) $ (7.15 ) |
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, 2017 2016 Outstanding stock options 266,810 113,672 Unvested restricted stock units 21,779 5,625 Outstanding common stock warrants 310,397 310,397 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company anticipates occupancy by March 2018. The Companys approximate future minimum payments for its operating lease obligations that have initial remaining non-cancelable terms in excess of one year are as follows: Years ending December 31, 2018 324,551 2019 309,729 2020 115,580 2021 118,158 2022 120,736 Thereafter 20,194 Total $ 1,008,948 |
Organization (Details)
Organization (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
Pelican Therapeutics, Inc. [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of voting interests acquired in acquisition | 80.00% | |
Heat Biologics I, Inc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest in subsidiary | 92.50% | 92.50% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated deficit | $ 68,846,326 | $ 57,004,655 |
Net loss | 11,841,671 | 12,573,952 |
Restricted cash | 2,292 | 101,171 |
Minimum cash balance to pay trademark fees | 1,000 | |
Minimum cash balance with lending bank | 100,000 | |
Cash balance insured | 250,000 | 250,000 |
Cash balance uninsured | 9,513,067 | |
Fair value of the contingent consideration | $ 224,289 | |
Federal corporate tax rate | 34.00% | 21.00% |
Lab equipment [Member] | ||
Useful life | P5Y | |
Computers [Member] | ||
Useful life | P5Y | |
Furniture and Fixtures [Member] | ||
Useful life | P7Y | |
Heat Biologics I, Inc [Member] | ||
Ownership interest in subsidiary | 92.50% | 92.50% |
Pelican Therapeutics, Inc. [Member] | ||
Net loss | $ (170,000) | |
Percentage of voting interests acquired in acquisition | 80.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Balance at December 31, 2016 | ||
Acquisition of Pelican | 2,385,000 | |
Change in fair value | 224,289 | |
Balance at September 30, 2017 | $ 2,609,289 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements of Contingent Consideration) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation Methodology | Probability weighted income approach |
Milestone dates | 2019-2025 |
Minimum [Member] | |
Discount rate | 3.91% |
Probability of occurrence | 34.20% |
Maximum [Member] | |
Discount rate | 11.79% |
Probability of occurrence | 80.00% |
Acquisition of Pelican Therap38
Acquisition of Pelican Therapeutics (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Issuance of common stock Pelican, shares | 133,106 | ||
Accrued liabilities | $ 2,276,431 | $ 1,305,173 | |
Goodwill | 2,189,338 | ||
In-process R&D | 5,866,000 | ||
Revenue | 1,519,943 | 341,643 | |
Net loss (income) | $ (11,841,671) | $ (12,573,952) | |
Pelican Therapeutics, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired in acquisition | 80.00% | ||
Issuance of common stock Pelican, shares | 133,106 | ||
Percentage of outstanding common shares issued for equity consideration in business acquisition | 4.99% | ||
Accrued liabilities | $ 250,000 | ||
Fair value of contingent consideration | 200,000 | ||
Goodwill | 2,189,338 | ||
In-process R&D | 5,866,000 | ||
Fees and expenses associated with acquisition | $ 600,000 | ||
Percentage of non-controlling interest acquired | 20.00% | ||
Revenue | $ 150,000 | ||
Net loss (income) | 170,000 | ||
Amount awarded from CPRIT grant | $ 15,200,000 | ||
Total matching funds Pelican is required to raise for three year project | 7,600,000 | ||
Total matching funds provided by Company | 1,200,000 | ||
Remaing matching funds to be provided by Company | 6,400,000 | ||
Remaining matching funds to be provided by Company for second fiscal year | 2,900,000 | ||
Remaining matching funds to be provided by Company for third fiscal year | 3,500,000 | ||
Total grant funds provided by CPRIT | 8,300,000 | ||
Remaining grant funds to be provided by CPRIT | $ 6,900,000 |
Acquisition of Pelican Therap39
Acquisition of Pelican Therapeutics (Future Milestone Payments) (Details) - Pelican Therapeutics, Inc. [Member] $ in Millions | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 1 trial for an oncology indication | $ 2 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 2 trial for an oncology indication | 1.5 |
Future milestone payment upon successful outcome of the first Phase 2 trial for an oncology indication | 3 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 3 trial for an oncology indication | 6 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 3 trial for a non- oncology indication | 3 |
Future milestone payment upon successful outcome of the first Phase 3 trial for an oncology indication | 7.5 |
Future milestone payment upon successful outcome of the first Phase 3 trial for a non-oncology indication | 3 |
Future milestone payment upon acceptance of a Biologics License Application (BLA) submission for an oncology indication | 7.5 |
Future milestone payment upon acceptance of a BLA submission for a non-oncology indication | 3 |
Future milestone payment upon first product indication approval in the United States or Europe for an oncology indication | 7.5 |
Future milestone payment upon first product indication approval in the United States or Europe for a non- oncology indication | $ 3 |
Discount rate used for calculation of fair value of contingent consideration | 7.68% |
Acquisition of Pelican Therap40
Acquisition of Pelican Therapeutics (Schedule of Purchase Price of Assets and Liabilities) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | 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 Therap41
Acquisition of Pelican Therapeutics (Schedule of Pro Forma Financial Information for Acquisition) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Grant and licensing revenue | $ 1,520 | $ 342 |
Net loss | (12,800) | (13,679) |
Net loss: Non-controlling interest | (646) | (542) |
Net loss attributable to Heat Biologics, Inc. | $ (12,154) | $ (13,137) |
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted | $ (3.16) | $ (7.23) |
Prepaid Expenses and Other Cu42
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid manufacturing expense | $ 1,551,597 | $ 57,131 |
Prepaid insurance | 218,750 | 217,500 |
Other prepaid expenses | 87,937 | 63,418 |
Other current assets | 108,973 | |
Prepaid expenses and other current assets | $ 1,967,257 | $ 338,049 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 742,649 | $ 682,152 |
Accumulated depreciation | (455,758) | (322,560) |
Property and equipment, net | 286,891 | 359,592 |
Depreciation expense | $ 134,084 | 132,077 |
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 | $ 645,433 | 587,366 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 41,333 | 38,903 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 55,883 | $ 55,883 |
Goodwill and In-process R&D (Sc
Goodwill and In-process R&D (Schedule of Goodwill and In-process R&D) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill balance at December 31, 2016 | |
Goodwill from acquisition of Pelican | 2,189,338 |
Goodwill balance at December 31, 2017 | 2,189,338 |
In-process R&D balance at December 31, 2016 | |
In-process R&D from acquisition of Pelican | 5,866,000 |
In-process R&D balance at December 31, 2016 | $ 5,866,000 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Accrued clinical trial expenses | $ 1,504,240 | $ 580,218 |
Compensation and related benefits | 542,434 | 642,532 |
Patent fees | 40,000 | 40,000 |
Deferred rent | 27,457 | 42,423 |
Other expenses | 162,300 | |
Accrued expenses | $ 2,276,431 | $ 1,305,173 |
License Agreements (Narrative)
License Agreements (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Oct. 25, 2016 | Jun. 30, 2016 | Nov. 19, 2013 | Jul. 31, 2011 | Apr. 30, 2011 | Feb. 28, 2011 | Jun. 30, 2009 | Apr. 30, 2009 | Dec. 31, 2017 | Dec. 31, 2010 | May 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 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 | $ 20,000 | |||||||||||||
Milestone payment | 1,000 | $ 500,000 | ||||||||||||||||
Milestone payment upon annual net sales of $100,000,000 or more | 250,000 | |||||||||||||||||
Option fees | $ 2,000 | |||||||||||||||||
Exercise of stock options | $ 10,000 | |||||||||||||||||
Maintenance fee | $ 82,000 | |||||||||||||||||
Upfront fee | $ 20,000 | |||||||||||||||||
Pelican Therapeutics, Inc. [Member] | ||||||||||||||||||
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 | 20,000 | |||||||||||||
Percentage of all issued and outstanding stock to be issued with license agreement | 2.50% | |||||||||||||||||
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] | ||||||||||||||||||
Maintenance fee | $ 5,000 | |||||||||||||||||
License 0331, 0539 [Member] | Pelican Therapeutics, Inc. [Member] | ||||||||||||||||||
Milestone payments due upon submission | 150,000 | |||||||||||||||||
Milestone payments completion of phase 1 clinical trial | 250,000 | |||||||||||||||||
License I176 [Member] | Pelican Therapeutics, Inc. [Member] | ||||||||||||||||||
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 | |||||||||||||||
License Costs | 50,000 | |||||||||||||||||
Reimbursement of for past patent fees | $ 15,797 | |||||||||||||||||
Milestone payments due upon submission | 150,000 | |||||||||||||||||
Milestone payments completion of phase 1 clinical trial | $ 500,000 | |||||||||||||||||
UMM143 [Member] | Pelican Therapeutics, Inc. [Member] | ||||||||||||||||||
License Costs | $ 35,000 | |||||||||||||||||
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 | |||||||||||||||||
SubsidiaryOneMember | Not For Profit Corporation Fee Two [Member] | ||||||||||||||||||
Percentage of issued and outstanding stock owned | 7.50% | |||||||||||||||||
Shattuck Labs, Inc. ("Shattuck") Member | ||||||||||||||||||
License Costs | $ 50,000 |
License Agreements (Schedule of
License Agreements (Schedule of Future Minimum Royalty Payments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
License Agreements [Abstract] | |
2,018 | $ 64 |
2,019 | 74 |
2,020 | 103 |
2,021 | 228 |
2,022 | 784 |
Total | $ 1,253 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Aug. 15, 2016 | Mar. 10, 2015 | Nov. 30, 2017 | Mar. 28, 2017 | Jan. 31, 2017 | Dec. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | ||||||||
Shares issuable upon conversion of preferred stock | 0.4348 | ||||||||
Issuance of preferred stock, shares | 575,000 | 910,000 | |||||||
Common stock, par value per share | $ 0.0002 | $ 0.0002 | $ 0.0002 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 2,620,439 | 4,200,310 | 2,620,439 | ||||||
Common stock, shares outstanding | 2,620,439 | 4,200,310 | 2,620,439 | ||||||
Shares issued for initial public offering | 1,640,000 | ||||||||
Additional shares issued for initial public offering | 246,000 | ||||||||
Price per share | $ 6.50 | ||||||||
Proceeds from initial public offering, net | $ 11,100,000 | ||||||||
Stock based compensation | $ 689,130 | $ 582,630 | |||||||
Restricted stock granted | 190,151 | ||||||||
Proceeds from sale of common stock | $ 2,463,180 | $ 7,082,526 | |||||||
Proceeds from exercise of warrants | $ 3,863,429 | ||||||||
Reverse stock split | 1-for-10 | ||||||||
Reduce number of issued and outstanding common stock | 42,000,000 | 4,200,000 | 42,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Price per share | $ 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 | ||||||||
Preferred stock, dividend amount per share | 6.14 | ||||||||
Preferred stock, liquidation preference | 6.14 | ||||||||
Series B2 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Price per share | 5 | ||||||||
Preferred stock, dividend amount per share | 11.50 | ||||||||
Preferred stock, liquidation preference | 11.50 | ||||||||
Underwriting Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Price per share | $ 4.30 | ||||||||
Proceeds from sale of common stock | $ 2,400,000 | ||||||||
Number of shares sold | 39,255 | ||||||||
Underwriting Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Price per share | $ 8 | ||||||||
Proceeds from sale of common stock | $ 4,100,000 | ||||||||
Number of shares sold | 581,395 | 500,000 | 75,000 | ||||||
Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from sale of common stock | $ 6,800,000 | $ 2,300,000 | |||||||
Commission rate percentage | 3.00% | ||||||||
Number of shares sold | 479,138 | 234,858 | |||||||
Commissions and other expenses | $ 300,000 | ||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock granted | 42,850 | 7,500 | |||||||
Vested restricted stock | 10,713 | 1,875 | |||||||
Restricted Stock [Member] | Employees [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock based compensation | $ 169,517 | $ 24,278 | |||||||
Restricted stock granted | 500 | ||||||||
Restricted Stock [Member] | Non Employees [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock based compensation | $ 31,000 | $ 27,996 | |||||||
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 | Feb. 28, 2014 | Jul. 23, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued | 4,200,310 | 2,620,439 | |||||
Fair value of common stock | $ 840 | $ 524 | |||||
Common Stock Warrants | |||||||
Weighted average price | $ 19.57 | $ 39.32 | |||||
Common Stock Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant outstanding | 296,159 | ||||||
Common stock shares issued | 910,000 | ||||||
Number of shares of common stock issuable through warrants | 682,500 | 1,523 | 12,500 | 386,341 | |||
Exercise price of warrant liabilities | $ 0.75 | ||||||
Expiration term | 5 years | 5 years | 10 years | ||||
Exercise price | $ 10 | $ 125 | $ 10 | $ 4.80 | |||
Fair value of common stock | $ 2,522,754 | ||||||
Common Stock Warrants | |||||||
Outstanding, beginning balance | 310,397 | 14,238 | |||||
Granted | 682,500 | 3,261 | |||||
Exercised | (386,341) | ||||||
Expired | |||||||
Outstanding, ending balance | 310,397 | 310,397 | |||||
Weighted average price | $ 14.60 | ||||||
Number of shares issued from cashless exercise of warrant | 1,432 | ||||||
Number of shares outstanding from cashless exercise of warrant | 1,738 |
Stockholders' Equity (Equity Co
Stockholders' Equity (Equity Compensation Plan) (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2009 | Dec. 31, 2015 | Apr. 30, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding stock options | 266,810 | 113,672 | ||||
Granted | 190,151 | |||||
Stock-based compensation expense | $ 689,130 | $ 582,630 | ||||
Stock option expense | $ 488,613 | $ 530,361 | ||||
Weighted average grant-date fair value | $ 5.33 | $ 12.84 | ||||
Unrecognized stock-based compensation expense | $ 2,200,000 | |||||
Unrecognized stock-based compensation expense, recognition period | 16 years 8 months 12 days | |||||
2009 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 21,739 | 65,217 | ||||
Expiration term | 10 years | |||||
Outstanding stock options | 24,042 | 24,977 | ||||
Common shares available for issuance | 86,957 | |||||
2014 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 50,000 | |||||
Stock Incentive Plan, shares authorized increased | 60,000 | |||||
Expiration term | 10 years | |||||
Outstanding stock options | 232,768 | 88,699 | ||||
Granted | 1,100,000 | |||||
2009 and 2014 Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted | 300,000 | |||||
2017 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Incentive Plan, shares authorized | 500,000 | |||||
Outstanding stock options | 10,000 | |||||
Common shares available for issuance | 553,196 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stock-based Compensation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 689,130 | $ 582,630 |
Employee stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 474,251 | 527,697 |
Employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 169,517 | 24,276 |
Non-employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 31,000 | 27,993 |
Non Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 14,362 | $ 2,664 |
Stockholders' Equity (Schedul52
Stockholders' Equity (Schedule of Warrants By Exercise Price) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | 266,810 | 113,672 | |
Exercise Price | $ 19.57 | $ 39.32 | |
3/10/2011 [Member] | |||
Issuance Date | Mar. 10, 2011 | ||
Number of Shares | 1,738 | ||
Exercise Price | $ 4.80 | ||
Expiration Date | Mar. 10, 2021 | ||
7/23/2013 [Member] | |||
Issuance Date | Jul. 23, 2013 | ||
Number of Shares | 12,500 | ||
Exercise Price | $ 125 | ||
Expiration Date | Jul. 23, 2018 | ||
3/23/2016 [Member] | |||
Issuance Date | Mar. 23, 2016 | ||
Number of Shares | 296,159 | ||
Exercise Price | $ 10 | ||
Expiration Date | Mar. 23, 2021 |
Stockholders' Equity (Schedul53
Stockholders' Equity (Schedule of Warrant Activity) (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, beginning balance | 310,397 | 14,238 |
March 23, 2016 public offering | 682,500 | |
Exercised | (386,341) | |
Expired | ||
Outstanding, ending balance | 310,397 | 310,397 |
Stockholders' Equity (Schedul54
Stockholders' Equity (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 76.35% | 72.95% |
Risk-free interest rate | 1.86% | 1.36% |
Expected term (years) | 5 years 9 months 18 days | 5 years 4 months 24 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 79.08% | 78.54% |
Risk-free interest rate | 2.26% | 2.25% |
Expected term (years) | 7 years 9 months 18 days | 6 years 3 months 19 days |
Stockholders' Equity (Schedul55
Stockholders' Equity (Schedule of Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares | |
Outstanding, beginning balance | shares | 113,672 |
Granted | shares | 190,151 |
Exercised | shares | |
Forfeited/Expired | shares | (37,013) |
Outstanding, ending balance | shares | 266,810 |
Weighted Average Exercise Price | |
Outstanding, beginning balance | $ / shares | $ 39.32 |
Granted | $ / shares | 7.88 |
Exercised | $ / shares | |
Forfeited/Expired | $ / shares | 20.18 |
Outstanding, ending balance | $ / shares | $ 19.57 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Outstandng Stock Options) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options Outstanding | ||
Balance | 266,810 | |
Weighted Average Remaining Contractual Life (Years) | 7 years 11 months 19 days | |
Weighted Average Exercise Price Options Outstanding | $ 19.57 | |
Options Vested or Expected to Vest | ||
Balance | 105,102 | |
Weighted Average Remaining Contractual Life (Years) | 6 years 26 days | |
Weighted average exercise price Options Vested or Expected to Vest | $ 36.28 |
Income Tax (Schedule of Income
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current expense: | ||
Federal | ||
State | ||
Foreign | ||
Current expense | ||
Deferred expense (benefit): | ||
Federal | (762,580) | |
State | (46,960) | |
Total | $ (809,540) |
Income Tax (Schedule of Incom58
Income Tax (Schedule of Income Tax Rate Differences) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | $ (4,495,000) | $ (4,411,000) |
Increase (reduction) in income tax resulting from: | ||
State and local income taxes, net of federal benefit | (194,000) | 69,000 |
Foreign rate differential | 16,000 | (18,000) |
Non-deductible expenses | 9,000 | 8,000 |
Prior-period true-up | 547,000 | |
Research & development credit | (409,000) | (575,000) |
Stock-based compensation | 84,000 | 113,000 |
Acquisition costs | 96,000 | |
Reserve for loss carryforwards limited by Sec. 382 | (541,000) | |
Tax reform impact | 8,024,000 | |
Other | 45,460 | (1,000) |
Increase in valuation allowance | (3,445,000) | 4,268,000 |
Total | $ (809,540) |
Income Tax (Schedule of Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 15,117,487 | $ 19,303,020 |
Research & development credit | 1,966,964 | 1,557,475 |
Stock-based compensation | 629,447 | 838,297 |
Contingent consideration | 599,343 | |
Other | 128,522 | 203,661 |
Deferred tax assets | 18,441,763 | 21,902,453 |
Deferred tax liabilities: | ||
Property, plant and equipment, primarily due to differences in depreciation | (26,307) | (41,953) |
Intangible assets | (1,302,220) | |
Deferred tax liabilities: | (1,328,527) | (41,953) |
Valuation allowance | (18,415,456) | (21,860,500) |
Net deferred income taxes | $ 1,302,220 |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory federal tax rate | 34.00% | 21.00% |
New Federal corporate tax rate for periods beginning on or after January 1, 2018 | 21.00% | |
Valuation allowance | $ 18,415,456 | $ 21,860,500 |
Deferred income tax benefit | 809,450 | |
State Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 63,085,859 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2024 | |
Federal Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 68,272,110 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2029 | |
Pelican Therapeutics [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 3,119,000 | |
State Net Pelican Therapeutics [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 2,922,000 | |
Foreign Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 98,886 | |
Pelican Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 2,238,822 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Related party payable balance | $ 0 | $ 0 |
Related party receivable balance | $ 0 | 103,017 |
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 | $ 77,000 | 61,000 |
Maximum [Member] | Board One [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 242,000 | $ 118,000 |
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 ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,409,866) | $ (12,974,799) |
Net loss: Non-controlling interest | (568,195) | (400,847) |
Net loss attributable to Heat Biologics, Inc. | $ (11,841,671) | $ (12,573,952) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 3,845,342 | 1,758,621 |
Net loss per share applicable to Heat Biologics, Inc - basic and diluted | $ (3.08) | $ (7.15) |
Net Loss Per Share (Schedule 63
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 266,810 | 113,672 |
Unvested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 21,779 | 5,625 |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 310,397 | 310,397 |
Commitments and Contingencies64
Commitments and Contingencies (Narrative) (Details) | Jan. 02, 2018ft² | Jan. 24, 2014ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Lease term | 5 years | |||
Area of office and laboratory space under lease (in square feet) | 5,979 | |||
Rent expense | $ | $ 226,001 | $ 259,050 | ||
Subsequent Event [Member] | ||||
Lease term | 5 years | |||
Area of office and laboratory space under lease (in square feet) | 5,156 |
Commitments and Contingencies65
Commitments and Contingencies (Future Minimum Payments for Operating Lease Obligations) (Details) | Dec. 31, 2017USD ($) |
Approximate future minimum payments for its operating lease obligations that have initial remaining non-cancellable terms in excess of one year | |
2,018 | $ 324,551 |
2,019 | 309,729 |
2,020 | 115,580 |
2,021 | 118,158 |
2,022 | 120,736 |
Thereafter | 20,194 |
Total | $ 1,008,948 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - H.C. Wainwright & Co., LLC [Member] | 1 Months Ended |
Jan. 18, 2018USD ($)$ / shares | |
Subsequent Event [Line Items] | |
Sale of Common stock, par value per share | $ / shares | $ 0.0002 |
Total value of common stock that can be sold through Common Stock Sales Agreement | $ | $ 3,658,000 |