Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 is being filed for the sole purpose of correcting an error regarding the number of the Company’s shares of common stock, par value $0.0002 per share (the “Common Stock”), that were outstanding as of March 28, 2019. The Original Form 10-K disclosed that as of March 28, 2019, the Company had 33,091,824 shares of Common Stock outstanding; however, the correct number of shares of the Company’s Common Stock outstanding as of March 28, 2019 was 34,093,067. | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | ||
Entity Central Index Key | 0001476963 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Trading Symbol | HTBX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 49,651,206 | ||
Entity Common Stock, Shares Outstanding | 34,093,067 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 22,154,251 | $ 9,763,067 |
Short-term investments | 5,570,027 | |
Accounts receivable | 28,538 | 14,833 |
Prepaid expenses and other current assets | 961,317 | 1,967,257 |
Total Current Assets | 28,714,133 | 11,745,157 |
Property and Equipment, net | 643,146 | 286,891 |
Other Assets | ||
Restricted cash | 2,292 | |
In-process R&D | 5,866,000 | 5,866,000 |
Goodwill | 2,189,338 | 2,189,338 |
Deposits | 351,220 | 69,798 |
Deferred financing costs | 30,000 | |
Total Other Assets | 8,406,558 | 8,157,428 |
Total Assets | 37,763,837 | 20,189,476 |
Current Liabilities | ||
Accounts payable | 974,619 | 1,033,680 |
Deferred revenue, current portion | 1,032,539 | 7,026,388 |
Contingent consideration, current portion | 1,187,000 | |
Accrued expenses and other liabilities | 1,678,051 | 2,276,431 |
Total Current Liabilities | 4,872,209 | 10,336,499 |
Long Term Liabilities | ||
Other long-term liabilities | 213,724 | 160,559 |
Deferred tax liability | 316,733 | 1,302,220 |
Deferred revenue, net of current portion | 200,000 | |
Contingent consideration, net of current portion | 1,918,225 | 2,609,289 |
Total Liabilities | 7,520,891 | 14,408,567 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 100,000,000 shares authorized, 32,492,144 and 4,200,310 issued and outstanding at December 31, 2018 and 2017, respectively | 6,499 | 840 |
Additional paid-in capital | 114,883,135 | 76,382,262 |
Accumulated deficit | (84,580,180) | (68,846,326) |
Accumulated other comprehensive loss | (19,904) | (166,025) |
Total Stockholders' Equity - Heat Biologics, Inc | 30,289,550 | 7,370,751 |
Non-Controlling Interest | (46,604) | (1,589,842) |
Total Stockholders' Equity | 30,242,946 | 5,780,909 |
Total Liabilities and Stockholders' Equity | $ 37,763,837 | $ 20,189,476 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 32,492,144 | 4,200,310 |
Common stock, shares outstanding | 32,492,144 | 4,200,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Grant and licensing revenue | $ 5,793,849 | $ 1,519,943 |
Operating expenses: | ||
Research and development | 16,233,014 | 8,267,549 |
General and administrative | 7,025,212 | 6,370,954 |
Change in fair value of contingent consideration | 495,936 | 224,289 |
Total operating expenses | 23,754,162 | 14,862,792 |
Loss from operations | (17,960,313) | (13,342,849) |
Interest income | 265,752 | 22,167 |
Other income, net | 117,780 | 101,276 |
Total non-operating income, net | 383,532 | 123,443 |
Net loss before income tax benefit | (17,576,781) | (13,219,406) |
Income tax benefit | 985,488 | 809,540 |
Net loss | (16,591,293) | (12,409,866) |
Net loss - non-controlling interest | (857,439) | (568,195) |
Net loss attributable to Heat Biologics, Inc. | $ (15,733,854) | $ (11,841,671) |
Net loss per share attributable to Heat Biologics, Inc.- basic and diluted | $ (0.9) | $ (3.08) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 17,485,461 | 3,845,342 |
Other comprehensive loss: | ||
Net loss | $ (16,591,293) | $ (12,409,866) |
Unrealized gain (loss) on foreign currency translation | 146,121 | (93,794) |
Total comprehensive loss | (16,445,172) | (12,503,660) |
Comprehensive loss - non-controlling interest | (857,439) | (568,195) |
Comprehensive loss attributable to Heat Biologics, Inc. | $ (15,587,733) | $ (11,935,465) |
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, 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 income (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 |
Public offering, 14,375,000 shares, net of underwriters discounts | 2,875 | 20,697,122 | 20,699,997 | |||
Public offering, 9,200,000 shares, net of underwriters discounts | 1,840 | 13,798,160 | 13,800,000 | |||
Exercise of warrants, 3,054,667 shares | 611 | 4,837,982 | 4,838,593 | |||
Issuance of common stock, 1,566,997 | 314 | 3,909,779 | 3,910,093 | |||
Acquisition of non-controlling interest of Heat I/Pelican | 7 | (2,400,684) | 2,400,677 | |||
Stock issuance costs | (3,130,133) | (3,130,133) | ||||
Stock-based compensation | 12 | 788,647 | 788,659 | |||
Other comprehensive income (loss) | 146,121 | 146,121 | ||||
Net loss | (15,733,854) | (857,439) | (16,591,293) | |||
Balance at Dec. 31, 2018 | $ 6,499 | $ 114,883,135 | $ (84,580,180) | $ (19,904) | $ (46,604) | $ 30,242,946 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Public offering, shares | 14,375,000 | 575,000 |
Public offering, shares | 9,200,000 | 620,650 |
Exercise of warrants, shares | 3,054,667 | |
Issuance of common stock, shares | 1,566,997 | 234,858 |
Issuance of common stock Pelican, shares | 133,106 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (16,591,293) | $ (12,409,866) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 237,318 | 134,084 |
Stock based compensation | 788,659 | 689,130 |
Change in fair value of contingent consideration | 495,936 | 224,289 |
Unrealized loss on investments | 131 | |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Accounts receivable | (14,094) | 67,767 |
Prepaid expenses and other current assets | 1,000,961 | (1,624,185) |
Deposits | (281,422) | |
Deferred financing costs | 30,000 | (30,000) |
Accounts payable | (55,820) | (175,901) |
Deferred revenue | (5,793,849) | 7,026,388 |
Deferred tax liability | (985,487) | (809,540) |
Accrued expenses and other liabilities | (595,896) | 806,158 |
Other long-term liabilities | 53,165 | (300,875) |
Net Cash Used in Operating Activities | (21,711,691) | (6,402,551) |
Cash Flows from Investing Activities | ||
Purchase of Pelican, net | (468,801) | |
Purchase of short-term investments | (5,570,158) | |
Purchase of property and equipment | (593,573) | (61,383) |
Net Cash Used in Investing Activities | (6,163,731) | (530,184) |
Cash Flows from Financing Activities | ||
Proceeds from public offerings, net of underwriting discounts | 34,499,997 | 6,629,979 |
Proceeds from the issuance of common stock, net of commissions | 3,910,093 | 2,463,180 |
Proceeds from the exercise of warrants | 4,838,593 | |
Stock issuance costs | (3,130,133) | (324,654) |
Net Cash Provided by Financing Activities | 40,118,550 | 8,768,505 |
Effect of exchange rate changes on cash and cash equivalents | 145,764 | (14,249) |
Net Increase in Cash and Cash Equivalents and Restricted Cash | 12,388,892 | 1,821,521 |
Cash and Cash Equivalents and Restricted Cash - Beginning of Period | 9,765,359 | 7,943,838 |
Cash and Cash Equivalents and Restricted Cash - End of Period | 22,154,251 | 9,765,359 |
Supplemental Disclosure for Cash Flow Information | ||
Contingent consideration | 2,385,000 | |
Issuance of common stock for purchase of Pelican | 1,052,000 | |
Acquisition of non-controlling interest of Heat I/Pelican | $ 2,400,677 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization | |
Organization | 1. Organization Heat Biologics, Inc. (Heat or the Company) is a biopharmaceutical company developing immunotherapies with the goal of activating a patients immune system against cancer through T-cell activation. Our T-cell Activation Platform (TCAP), includes two variations for intradermal administration, Immune Pan-antigen Cytotoxic Therapy ( ImPACT ® ComPACT We continue to enroll patients in our Phase 2 clinical trial for advanced non-small cell lung cancer (NSCLC), in combination with either Bristol-Myers Squibbs nivolumab (Opdivo ® ® Our T-cell Activation Platform (TCAP), includes two variations, ImPACT ® ComPACT We believe the advantage of our approach is that our biologic agents deliver a broad range of tumor antigens that are unrecognized by the patients immune system prior to the malignant rise of the patients tumor. TCAP combines these tumor associated antigens with a powerful, naturally occurring immune adjuvant, gp96, to actively chaperone these antigens out of our non-replicating allogenic cell-based therapy into the local microenvironment of the skin. The treatment primes immune recognition to activate T-cells to seek and destroy the cancer cells throughout the body. These TCAP agents can be administered with a variety of immuno-modulators to enhance a patients immune response through ligand specific T-cell activation. Unlike many other patient specific or autologous immunotherapy approaches, our drugs are fully-allogenic, off-the-shelf, products which means that we can administer immediately without the extraction of blood or tumor tissue from each patient or the creation of an individualized treatment based on these patient materials. Our TCAP product candidates from our ImPACT ® ComPACT In October 2018, Heat entered into an agreement with the University of Miami (UM) whereby UM exchanged its shares of stock in Heats subsidiaries, Heat I, Inc. and Pelican Therapeutics, Inc. (Pelican), a related party prior to acquisition. The stock exchange Pelican In November 2018 Heat formed two wholly-owned subsidiaries, Delphi Therapeutics, Inc. and Scorpion Biosciences, Inc. 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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. As of December 31, 2018 there was no activity for Delphi Therapeutics, Inc. or Scorpion Biosciences, Inc. The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2018 and 2017, Heat held 100% and 92.5% controlling interest respectively in Heat I. The December 31, 2018 year-end financials include 85% controlling interest in Pelican and the December 31, 2017 year-end financials include 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. Liquidity and Capital Resources The Company has an accumulated deficit of approximately $84.6 million as of December 31, 2018 and a net loss of approximately $16.6 million for the twelve months ended December 31, 2018 and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company continues its research and development and advances its clinical trials of, and seek marketing approval for, its product candidates and as the Company continues to fund the Pelican matching funds required in order to access the CPRIT Grant. In addition, if the Company obtains marketing approval for any of its product candidates, the Company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, the Company will need to obtain substantial additional funding in connection with its continuing operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or any future commercialization efforts. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, if available, debt financings, partnerships, collaborations and other funding transactions. This is based on the Companys current estimates, and the Company could use its available capital resources sooner than it currently expects. The Company is continually evaluating various cost-saving measures in light of its cash requirements in order to focus resources on its product candidates. The Company will need to generate significant revenues to achieve profitability, and it may never do so. As of December 31, 2018, the Company had approximately $27.7 million in cash, cash equivalents and short term investments and believes it has the ability to fund its operations within one year from the date these financial statements are issued. 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, contingent consideration, 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 $0 and $2,292 at December 31, 2018 and 2017, respectively. 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, 2018 and 2017, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2018 was $21,904,251. 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, accounts 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. As of December 31, 2018 and 2017, the fair values of cash, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Companys short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the years ended December 31, 2018 or 2017. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2018 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 5,570,027 $ 5,750,027 Liabilities: Contingent consideration 3,105,225 $ 3,105,225 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 2,609,289 $ 2,609,289 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, 2018: 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 Change in fair value 495,936 Balance at December 31, 2018 $ 3,105,225 The change in the fair value of the contingent consideration of $495,936 and $224,289 for the years ended December 31, 2018 and 2017 was primarily due to the effect of the change in discount rate, probability of achieving milestones, 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, 2018: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 13.82% to 3.66% Probability of occurrence 23% to 86% 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. Under the guidance of SAB 118, 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 were adjusted during 2018 when additional information was obtained with no material adjustments. 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, 2018 and 2017 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%. In October 2018, the Company entered into an agreement with the University of Miami (UM) whereby UM exchanged its shares of stock in the Companys subsidiaries, Heat I, Inc. and Pelican, a related party prior to acquisition, for 35,000 shares of the Companys common stock. The stock exchange Pelican Revenue Recognition Effective January 1, 2018, the Company has adopted on a modified retrospective basis Accounting Standards Codification (ASC) Topic 606. The Companys sole source of revenue is grant revenue related to the CPRIT contract, which is being accounted for under ASC 606. ASC 606 introduces a new framework for analyzing potential revenue transactions by identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the Company satisfies a performance obligation. The performance obligations of the Contract include developing a human TNFRSF25 agonist antibody for use in cancer patients through research and development efforts and a noncommercial license from CPRIT-funded research to CPRIT and other government agencies and institutions of higher education in Texas. Management has concluded that the license and R&D services should be combined into a single performance obligation as both are highly interdependent - a license cannot be effectively granted without the corresponding research basis and CPRIT cannot benefit from the license without the R&D services and are therefore not capable of being distinct. The CPRIT grant covers a three-year period from June 1, 2017 through May 31, 2019, for a total grant award of up to $15.2 million. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. The first tranche of funding of $1.8 million was received in May 2017, and a second tranche of funding of $6.5 million was received in October 2017. The next tranche of funding is expected to be requested and received in early 2019. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is recognized when qualifying costs are incurred. As of December 31, 2018, the deferred revenue balance was $1.0 million with $7.3 million recognized as revenue since contract inception. 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 4). 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 Pelican acquisition which is April 1, 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 tests 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. The Company performed a qualitative assessment during the annual impairment review for fiscal 2018 and concluded that it was more likely than not that the fair value of the Companys single reporting unit is greater than its carrying amount. Therefore, the two-step goodwill impairment test for the reporting unit was not necessary at December 31, 2018 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 7). The Company performed a qualitative assessment during the annual impairment review for fiscal 2018 as of December 31, 2018 and concluded that it was more likely than not that the fair value of the Companys IPR&D is greater than its carrying amount. Therefore, the two-step IPR&D impairment test for the reporting unit was not necessary at December 31, 2018 Deferred Revenue Deferred revenue is comprised of proceeds of $1.0 million received from CPRIT for which the costs have not been incurred or the conditions of the award have not been met and grant funds received from an economic development grant agreement with the City of San Antonio (Economic Development Grant) that we entered into on November 1, 2017. Under the Economic Development Grant, we received $0.2 million in state enterprise fund grants for the purpose of defraying costs toward the purchase of laboratory equipment. As part of the agreement, we will provide the city of San Antonio with a purchase money security interest in the equipment to secure the repayment of grant funds should we fail to perform under the terms and conditions of the agreement. Our obligations under the agreement include meeting certain employment levels for a period of not less than seven years commencing on or before December 31, 2017 and establishing Pelicans corporate headquarters in San Antonio. The Economic Development Grant funds will be recognized as income upon the achievement of the performance criteria and determination that the cash is no longer refundable to the State of Texas. 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 expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under long term liabilities in the consolidated balance sheets (see Note 4). 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 November 2018, the FASB issued ASU 2018-18: Collaborative Arrangements In June 2018, the FASB issued ASU 2018-07: Compensation Stock Compensation In June 2018, the FASB issued ASU No. 2018-08 Not-For-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) In August 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) 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), |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Investments [Abstract] | |
Short-Term Investments | 3 . Short-Term Investments Investments in certain securities may be classified into three categories: · Held-to-maturity - · Trading securities - · Available-for-sale - The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. The Company has determined that its debt securities should be classified as held-to-maturity as of December 31, 2018. We had no debt securities as of December 31, 2017. This classification was based upon managements determination that it has the positive intent and ability to hold the securities until their maturity dates, as all of the investments mature within 3-6 months and the underlying cash invested in these securities is not required for current operations before the investments maturity. Investments consist of short-term FDIC insured certificates of deposit, commercial paper rated A1/P1 or above and corporate notes rated A and above carried at amortized cost using the effective interest method. The following summarizes information about short term investments at December 31, 2018 and 2017, respectively: Amortized Gross Estimated 2017 Certificates of deposit, commercial paper $ $ $ 2018 Certificates of deposit, commercial paper $ 5,570,158 $ (131 ) $ 5,570,027 As of December 31, 2018, the estimated fair value of the investments was less than the amortized cost. Because management intends to hold the investments until their maturity dates, these unrealized losses were not recorded in the consolidated financial statements. |
Acquisition of Pelican Therapeu
Acquisition of Pelican Therapeutics | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Pelican Therapeutics | 4 . 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 minus certain liabilities (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). During the year ended December 31, 2018, the Cash Consideration of approximately $0.3 million was distributed to the Participating Pelican Stockholders and the remainder of approximately $0.2 million for certain Pelican liabilities not satisfied was recognized as other income in the Consolidated Statements of Operations and Comprehensive Loss. 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 current liabilities with the non-current portion 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 7.2% 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, 2018, the Company determined the change in the estimated fair value of the contingent consideration was approximately $0.5 million and $0.2 million for the years ended December 31, 2018 and 2017, respectively. 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 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-35. The CPRIT Grant is expected to allow Pelican to develop PTX-35 through a 70-patient Phase 1 clinical trial. The Phase 1 clinical trial will be designed to evaluate PTX-35 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, 2018, 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). As of December 31, 2018, we have provided approximately $5.2 million funding to Pelican which includes matching CPRIT funds and we have $3.5 million remaining to provide for the third CPRIT fiscal year (June 2018 through May 2019). After its acquisition on April 28, 2017, Pelican contributed net revenue and net loss of approximately $1.5 million and $1.7 million, respectively, for the year ended December 31, 2017, which are included in the Companys consolidated statement of operations 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 year ended December 31, 2017, as if we had completed the Pelican acquisition at the beginning of fiscal 2017. The pro forma financial information is provided for comparative purposes only for the year ended December 31, 2017 and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. (in millions except per share value) December 31, 2017 (unaudited) Grant and licensing revenue $ 1.5 Net loss (12.8 ) Net loss: Non-controlling interest (0.6 ) Net loss attributable to Heat Biologics, Inc. $ (12.2 ) Net loss per share attributable to Heat Biologics, Inc.basic and diluted $ (3.16 ) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: December 31, 2018 2017 Prepaid manufacturing expense $ 559,110 $ 1,551,597 Prepaid insurance 284,931 218,750 Other prepaid expenses 117,261 87,937 Other current assets 15 108,973 $ 961,317 $ 1,967,257 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. 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, 2018 2017 Lab equipment $ 1,218,532 $ 645,433 Leasehold improvements 9,445 Computers 38,589 41,333 Furniture and fixtures 58,146 55,883 Total 1,324,712 742,649 Accumulated depreciation (681,566 ) (455,758 ) Property and equipment, net $ 643,146 $ 286,891 Depreciation expense totaled $237,318 and $134,084 for the years ended December 31, 2018 and 2017, respectively. |
Goodwill and In-process R&D
Goodwill and In-process R&D | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and In-process R&D | 7. Goodwill and In-process R&D The following table provides a rollforward of the Companys goodwill as of December 31, 2017 and 2018: Goodwill Goodwill from acquisition of Pelican $ 2,189,338 Balance at December 31, 2017 2,189,338 Purchase accounting adjustments Balance at December 31, 2018 $ 2,189,338 The following table provides a rollforward of the Companys in-process R&D as of December 31, 2017 and 2018: In-process R&D In-process R&D from acquisition of Pelican $ 5,866,000 Balance at December 31, 2017 5,866,000 Purchase accounting adjustments Balance at December 31, 2018 $ 5,866,000 The Company performed a qualitative assessment for goodwill and IPR&D during the annual impairment review for fiscal 2018 as of December 31, 2018 and concluded that it was more likely than not that the fair value of the Companys single reporting unit and IPR&D are greater than their carrying amount. Therefore, the two-step goodwill impairment test and the two-step IPR&D impairment test for the reporting unit was not necessary at December 31, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses consist of the following at: December 31, 2018 2017 Accrued clinical trial expenses $ 919,750 $ 1,504,240 Compensation and related benefits 628,147 542,434 Patent fees 40,000 40,000 Deferred rent 7,854 27,457 Other expenses 82,300 162,300 $ 1,678,051 $ 2,276,431 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
License Agreements [Abstract] | |
License Agreements | 9. License Agreements · University of Miami · Beginning in 2008, the Company has entered into various agreements with the University of Miami ( “ ” 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 UM 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 UM entered into a second amendment ( “ ” · On February 18, 2011, Heat I entered into a license agreement (SS114A) with UM to obtain additional technology related to License Agreement 97-14. Heat I agreed to reimburse UM for all past patent costs of $37,381. As partial consideration for SS114A, Heat II agreed to grant back certain exclusive rights to UM. · 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 UM 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 UM 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 For each agreement, the Company agreed to make minimum royalty payments of $10,000 for three years beginning 2010 due on the anniversary date of the agreements to the University of Miami. Beginning in 2013, and thereafter for the life of the agreements, the minimum royalty payments shall be $20,000 due on the same date. 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 UM entered into a second amendment ( “ ” · In February 2010, Pelican and UM entered into a third amendment ( “ ” · In October 2010, Pelican and UM entered into a fourth amendment ( “ ” License I176 · On December 12, 2010, Pelican entered into another license agreement ( “ ” · In August 2012, Pelican and UM entered into a second amendment ( “ ” UMM143 · On November 19, 2013, Pelican entered into another license agreement (UMM143) with UM for an exclusive license of complimentary technology and patent rights. Pelican agreed to pay UM 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 by the Company for licenses as of December 31, 2018 are as follows (in thousands): Year ended December 31, 2019 $ 74 2020 103 2021 228 2022 784 2023 74 Total $ 1,263 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders Equity Authorized Capital Heat has authorized 10,000,000 shares of Preferred Stock (par value $0.0001) as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, 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, 2018 and 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 split 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, 32,492,144 and 4,200,310 common stock shares were issued and outstanding as of December 31, 2018 and 2017, respectively. Financings On January 18, 2018, the Company entered into a Common Stock Sales Agreement (the Underwriting Agreement) with H.C. Wainwright & Co., LLC, (HCW) as sales agent, pursuant to which the Company may sell from time to time, at its option, shares of its common stock, for the sale of up to $3.7 million of shares of the Companys common stock and on March 15, 2018 filed with the SEC a prospectus supplement for an additional aggregate offering of up to $1.3 million shares of Common Stock. Sales of shares of Common Stock have been made pursuant to the Companys shelf registration statement on Form S-3 (File No. 333-221201) filed with the U.S. Securities and Exchange Commission (SEC), dated November 13, 2017. As of December 31, 2018, the Company sold an aggregate of 1,566,997 shares of common stock under the HCW Sales Agreement resulting in net proceeds of approximately $3.8 million. On May 7, 2018, the Company closed an underwritten public offering (the Offering) in which it issued and sold (i) 4,875,000 shares of common stock together with a number of common warrants to purchase 2,437,500 shares of its common stock, and (ii) 9,500,000 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock, together with a number of common warrants to purchase 4,750,000 shares of its common stock. The public offering price was $1.44 per share of common stock, $1.43 per pre-funded warrant and $0.01 per common warrant. The net proceeds to the Company were approximately $18.8 million, net of underwriting discounts and commissions and other estimated offering expenses. The common stock warrants expire five years after date of issuance and have an exercise price of $1.584 per share. As of December 31, 2018, 3,054,667 common stock warrants have been exercised for an additional $4.8 million of proceeds to the Company and all pre-funded warrants have been exercised. In connection with the offering the Company entered into an underwriting agreement, dated May 2, 2018 with A.G.P./Alliance Global Partners (A.G.P.), as representative of the underwriters. The Underwriting Agreement contained customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions. On November 26, 2018, the Company closed an underwritten public offering in which it issued and sold 8,000,000 shares of the Companys common stock together with warrants to purchase 4,000,000 shares of the Companys common stock at a combined price to the public of $1.50. The warrants have an exercise price of $1.65, are exercisable upon issuance and expire five years from the date of issuance. In addition, the underwriter exercised the over-allotment option to purchase an additional 1,200,000 shares of common stock and warrants to purchase 600,000 shares of common stock. Net proceeds to Heat from this offering are approximately $12.7 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by Heat. A.G.P./Alliance Global Partners acted as the sole book-running manager for the offering. During 2016 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. For the year ended December 31, 2017, the Company sold 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 2018, the Company granted 60,375 restricted stock units to the employees of the Company in which 25%, (15,092 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. Additionally, the Company issued 35,989 restricted stock units to certain employees who chose to use a portion of their 2017 monetary bonus in lieu of restricted stock units that vested immediately, but are subject to a one year restriction on transferability. 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. The Company recognized $318,186 and $169,517 in stock-based compensation expense for employees related to restricted stock awards during the years ended December 31, 2018 and 2017. In January 2018, the Company granted 3,250 restricted stock units to nonemployees in exchange for services in which 25%, (812 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 association with the Company. The Company recognized stock-based compensation related to the grant of restricted stock units to nonemployees totaling $6,369. There were no restricted stock units granted to nonemployees during 2017. The Company recognized stock-based compensation related to issuance of restricted stock to nonemployees in exchange for services totaling $0 and $31,000 for the years ended December 31, 2018 and 2017, respectively. Common Stock Warrants In connection with the November 26, 2018 public offering, the Company issued 4,600,000 common stock warrants of which are exercisable for one share of common stock. The common stock warrants have an exercise price of $1.65 per share and expire five years from the issuance date. The warrants have been accounted for as equity instruments. The fair value of the common stock warrants of approximately $5.6 million at the date of issuance was estimated using the Black-Scholes Merton model which used the following inputs: term of 5 years, risk free rate of 2.89%, 0% dividend yield, volatility of 133.26%, and share price of $1.42 per share based on the trading price of the Companys common stock. In connection with the May 7, 2018 public offering, the Company issued 9,500,000 pre-funded warrants and 7,187,500 common stock warrants each of which are exercisable for one share of common stock. The pre-funded warrants had an exercise price of $0.01 per share and as of December 31, 2018 all pre-funded warrants have been exercised. The common stock warrants have an exercise price of $1.584 per share and expire five years from the issuance date. As of December 31, 2018, 3,054,667 common stock warrants have been exercised. The warrants have been accounted for as equity instruments. The fair value of the common stock warrants of approximately $7.8 million at the date of issuance was estimated using the Black-Scholes Merton model which used the following inputs: term of 5 years, risk free rate of 2.78%, 0% dividend yield, volatility of 124.14%, and share price of $1.30 per share based on the trading price of the Companys common stock. In connection with the March 23, 2016 public offering, the Company issued warrants to purchase 682,500 shares of common stock with an exercise price of $10.00 per share that expire five years from the issuance date. In connection with the Companys 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 which expired July 22, 2018. On March 10, 2011, the Company issued warrants to purchase shares of common stock to third parties in consideration for a private equity placement transaction of which 1,738 warrants remain outstanding. The warrants have an exercise price of $4.80 per share and expire ten years from the issuance date. During the year ended December 31, 2018, 3,054,667 common stock warrants have been exercised and 12,500 common stock warrants have expired. No warrants were issued or exercised during the same period in 2017. As of December 31, 2018 the Company has outstanding warrants to purchase 4,600,000 shares of common stock issuable at $1.65 per share, 4,132,833 shares of common stock issuable at $1.584 per share, 296,159 shares of common stock issuable at $10.00 per share; and warrants to purchase 1,738 shares of common stock issuable at $4.80 per share. These warrants do not meet the criteria required to be classified as liability awards and therefore are treated as equity awards. The Company has a total of 9,030,730 warrants outstanding at a weighted average exercise price of $1.89 to purchase its common stock as of December 31, 2018. 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 3/23/2016 296,159 $ 10.00 3/23/2021 5/7/2018 4,132,833 $ 1.58 5/8/2023 11/26/2018 4,600,000 $ 1.65 11/26/2023 The following table summarizes the warrant activity of the Companys common stock warrants: Common Stock Warrants Outstanding, December 31, 2016 310,397 Exercised Expired Outstanding, December 31, 2017 310,397 Issued 11,787,500 Exercised 3,054,667 Expired (12,500 ) Outstanding, December 31, 2018 9,030,730 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, 2018 and 2017, there were 23,799 and 24,042 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, 2018 and 2017, there were 263,484 and 232,768 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, 2018 and 2017 there were 234,540 and 10,000 stock options outstanding under the 2017 Plan, respectively. 2018 Stock Incentive Plan In October 2018, the stockholders approved the 2018 Stock Incentive Plan of Heat Biologics, Inc. (the 2018 Plan), under which the Company is authorized to grant 4,000,000 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 2018 Plan. As of December 31, 2018 there were no stock options outstanding under the 2018 Plan. There are 4,260,215 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, 2018 2017 Employee stock options $ 443,684 $ 474,251 Non-employee stock options 20,420 14,362 Employee stock awards 318,186 169,517 Non-employee stock awards 6,369 31,000 $ 788,659 $ 689,130 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, 2018 2017 Dividend yield 0.0 % 0.0 % Expected volatility 83.63-121.81 % 76.35-79.08 % Risk-free interest rate 2.32-2.98 % 1.86-2.26 % Expected term (years) 5.1-6.3 5.8-7.8 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. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Additionally, the Company conducts a sensitivity analysis. Based on these evaluations the Company currently does not apply a forfeiture rate. The Company recognized $464,104 and $488,613 in stock-based compensation expense for the years ended December 31, 2018 and 2017, respectively, for the Companys stock option awards. The following tables summarize the stock option activity for the year ended December 31, 2018: Shares Weighted Average Exercise Price Outstanding, December 31, 2017 266,810 $ 19.57 Granted 221,410 $ 3.57 Exercised $ Forfeited/Expired (22,917 ) $ 26.97 Outstanding, December 31, 2018 465,303 $ 11.60 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2018 and 2017 was $2.65 and $5.33, respectively. The following table summarizes information about stock options outstanding at December 31, 2018: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2018 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2018 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 465,303 8.17 $11.60 198,957 7.21 $20.48 As of December 31, 2018, the unrecognized stock-based compensation expense related to unvested stock options was approximately $2.3 million that is expected to be recognized over a weighted average period of approximately 11.0 months. Total stock-based compensation expense including restricted stock, stock options, and common stock was $788,659 and $689,130 for the years ended December 31, 2018 and 2017, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11. Income Tax Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with FASB ASC 740, Accounting for Income Taxes The components of income tax expense (benefit) attributable to continuing operations are as follows: 2018 2017 Current Expense: Federal $ $ State Foreign Deferred Expense: Federal $ (985,488 ) $ (762,580 ) State (46,960 ) Foreign Total $ (985,488 ) $ (809,540 ) The differences between the companys income tax expense attributable to continuing operations and the expense computed at the 21 % United States statutory income tax rate were as follows: 2018 2017 Federal income tax expense at statutory rate: $ (3,577,000 ) $ (4,495,000 ) Increase (reduction) in income tax resulting from: State Income Taxes (207,000 ) (194,000 ) Foreign Rate Differential (17,000 ) (16,000 ) Nondeductible Expenses 7,000 9,000 Prior Period True-Up - Pelican 208,000 Research & Development Credit (763,000 ) (409,000 ) Stock Based Compensation 60,000 84,000 Acquisition Costs 96,000 Reserve for Loss Carryforwards Limited by Sec. 382 22,000 (541,000 ) Tax Reform Impact (8,024,000 ) Other 25,512 45,460 Increase (Decrease) in Valuation Allowance 3,256,000 (3,445,000 ) $ (985,488 ) $ (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, 2018 and December 31, 2017: 2018 2017 Deferred tax assets: Net Operating Loss Carryfowards $ 18,731,555 $ 15,117,487 R&D Credits 2,729,737 1,966,964 Stock Compensation 744,506 629,447 Contingent Consideration 713,259 599,343 Other Accrued Expenses 128,522 Deferred tax assets 22,919,057 18,441,763 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (127,140 ) (26,307 ) Other Accrued Expenses (11,926 ) Intangible Assets (1,302,220 ) (1,302,220 ) Deferred tax liabilities (1,441,286 ) (1,328,527 ) Valuation allowance (21,794,504 ) (18,415,456 ) Net deferred tax assets (liabilities) $ (316,733 ) $ (1,302,220 ) At December 31, 2018 and December 31, 2017, the Company evaluated all significant available positive and negative evidence, including the existence of losses in recent years and managements forecast of future taxable income, and, as a result, determined it was more likely than not that federal and state deferred tax assets, including benefits related to net operating loss carryforwards, would not be realized. The valuation allowance was increased from $18,415,456 at December 31, 2017 to $21,794,504 at December 31, 2018. Net Operating Losses created in years beginning after 2017 now only offset 80% of Taxable Income but no longer have a 20 year expiration. As such, NOLs created after 2017 can be used to offset indefinite lived liabilities up to 80%. This change in tax law created a reduction of the deferred tax liability by $985,488 during 2018. At December 31, 2018, the Company has federal net operating loss carryforwards of approximately $84,517,142, including $3,027,284 acquired from Pelican Therapeutics, 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 Therapeutics NOL of $(2,344,952). The federal net operating loss carryforwards begin to expire in 2029. The Company has various state net operating loss carryforwards totaling approximately $73,861,907 including $2,922,000 from Pelican Therapeutics, 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 approximately $122,605. 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, various state and foreign jurisdictions. The Company is subject to examination by taxing authorities for the tax years ended December 31, 2009 through 2017. 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. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 12. Non-Controlling Interest In October 2018, Heat entered into an agreement with the University of Miami (UM) whereby UM exchanged its shares of stock in Heats subsidiaries, Heat I, Inc. and Pelican Therapeutics, Inc. (Pelican), a related party prior to acquisition. Pelican |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions | |
Related Party | 13. Related Party Transactions The Company compensates its board members. Board members received cash compensation between approximately $61,500 and $221,000 and $77,000 and $242,000, for services rendered during 2018 and 2017, respectively. Board members also received equity compensation. The Company acquired 80% of the outstanding equity of Pelican, a related party, during the year ended December 31, 2017, see Note 4; and an additional 5% during the year ended December 31, 2018 see Note 12. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share | 14. 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, 2018 and 2017, all of the Companys common stock options, unvested restricted stock units 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, 2018 2017 Net loss $ (16,591,293 ) $ (12,409,866 ) Net loss - Non-controlling interest (857,439 ) (568,195 ) Net loss attributable to Heat Biologics, Inc. $ (15,733,854 ) $ (11,841,671 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders basic and diluted 17,485,461 3,845,342 Net loss per share attributable to Heat Biologics, Inc basic and diluted $ (0.90 ) $ (3.08 ) 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, 2018 2017 Outstanding stock options 465,303 266,810 Unvested restricted stock units 56,520 21,779 Outstanding common stock warrants 9,030,730 310,397 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies During 2014, the Company entered into a five-year lease for a total of 5,979 square feet. The lease expires September 30, 2019 and the Company is currently in the process of evaluating its operations to determine the proper space required for its current operations, as well as that there are spaces available sufficient for any future expansion requirements should the need arise. Rent expense was $ Years ending December 31, 2019 309,729 2020 115,580 2021 118,158 2022 120,736 2023 20,194 Total $ 684,397 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
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. As of December 31, 2018 there was no activity for Delphi Therapeutics, Inc. or Scorpion Biosciences, Inc. The functional currency of the entities located outside the United States of America (the foreign entities) is the applicable local currency of the foreign entities. Assets and liabilities of the foreign entities are translated at period-end exchange rates. Statement of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders equity. All significant intercompany accounts and transactions have been eliminated in consolidation. At December 31, 2018 and 2017, Heat held 100% and 92.5% controlling interest respectively in Heat I. The December 31, 2018 year-end financials include 85% controlling interest in Pelican and the December 31, 2017 year-end financials include 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. |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has an accumulated deficit of approximately $84.6 million as of December 31, 2018 and a net loss of approximately $16.6 million for the twelve months ended December 31, 2018 and has not generated significant revenue or positive cash flows from operations. The Company expects to incur significant expenses and continued losses from operations for the foreseeable future. The Company expects its expenses to increase in connection with its ongoing activities, particularly as the Company continues its research and development and advances its clinical trials of, and seek marketing approval for, its product candidates and as the Company continues to fund the Pelican matching funds required in order to access the CPRIT Grant. In addition, if the Company obtains marketing approval for any of its product candidates, the Company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, the Company will need to obtain substantial additional funding in connection with its continuing operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or any future commercialization efforts. To meet its capital needs, the Company intends to continue to consider multiple alternatives, including, but not limited to, additional equity financings such as sales of its common stock under at-the-market offerings, if available, debt financings, partnerships, collaborations and other funding transactions. This is based on the Companys current estimates, and the Company could use its available capital resources sooner than it currently expects. The Company is continually evaluating various cost-saving measures in light of its cash requirements in order to focus resources on its product candidates. The Company will need to generate significant revenues to achieve profitability, and it may never do so. As of December 31, 2018, the Company had approximately $27.7 million in cash, cash equivalents and short term investments and believes it has the ability to fund its operations within one year from the date these financial statements are issued. |
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, contingent consideration, 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 $0 and $2,292 at December 31, 2018 and 2017, respectively. |
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, 2018 and 2017, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2018 was $21,904,251. 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, accounts 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. As of December 31, 2018 and 2017, the fair values of cash, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Companys short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the years ended December 31, 2018 or 2017. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2018 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 5,570,027 $ 5,750,027 Liabilities: Contingent consideration 3,105,225 $ 3,105,225 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 2,609,289 $ 2,609,289 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, 2018: 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 Change in fair value 495,936 Balance at December 31, 2018 $ 3,105,225 The change in the fair value of the contingent consideration of $495,936 and $224,289 for the years ended December 31, 2018 and 2017 was primarily due to the effect of the change in discount rate, probability of achieving milestones, 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, 2018: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 13.82% to 3.66% Probability of occurrence 23% to 86% |
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. Under the guidance of SAB 118, 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 were adjusted during 2018 when additional information was obtained with no material adjustments. |
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, 2018 and 2017 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%. In October 2018, the Company entered into an agreement with the University of Miami (UM) whereby UM exchanged its shares of stock in the Companys subsidiaries, Heat I, Inc. and Pelican, a related party prior to acquisition, for 35,000 shares of the Companys common stock. The stock exchange Pelican |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company has adopted on a modified retrospective basis Accounting Standards Codification (ASC) Topic 606. The Companys sole source of revenue is grant revenue related to the CPRIT contract, which is being accounted for under ASC 606. ASC 606 introduces a new framework for analyzing potential revenue transactions by identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the Company satisfies a performance obligation. The performance obligations of the Contract include developing a human TNFRSF25 agonist antibody for use in cancer patients through research and development efforts and a noncommercial license from CPRIT-funded research to CPRIT and other government agencies and institutions of higher education in Texas. Management has concluded that the license and R&D services should be combined into a single performance obligation as both are highly interdependent - a license cannot be effectively granted without the corresponding research basis and CPRIT cannot benefit from the license without the R&D services and are therefore not capable of being distinct. The CPRIT grant covers a three-year period from June 1, 2017 through May 31, 2019, for a total grant award of up to $15.2 million. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. The first tranche of funding of $1.8 million was received in May 2017, and a second tranche of funding of $6.5 million was received in October 2017. The next tranche of funding is expected to be requested and received in early 2019. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is recognized when qualifying costs are incurred. As of December 31, 2018, the deferred revenue balance was $1.0 million with $7.3 million recognized as revenue since contract inception. |
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 4). |
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 Pelican acquisition which is April 1, 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 tests 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. The Company performed a qualitative assessment during the annual impairment review for fiscal 2018 and concluded that it was more likely than not that the fair value of the Companys single reporting unit is greater than its carrying amount. Therefore, the two-step goodwill impairment test for the reporting unit was not necessary at December 31, 2018 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 7). The Company performed a qualitative assessment during the annual impairment review for fiscal 2018 as of December 31, 2018 and concluded that it was more likely than not that the fair value of the Companys IPR&D is greater than its carrying amount. Therefore, the two-step IPR&D impairment test for the reporting unit was not necessary at December 31, 2018 |
Deferred Revenue | Deferred Revenue Deferred revenue is comprised of proceeds of $1.0 million received from CPRIT for which the costs have not been incurred or the conditions of the award have not been met and grant funds received from an economic development grant agreement with the City of San Antonio (Economic Development Grant) that we entered into on November 1, 2017. Under the Economic Development Grant, we received $0.2 million in state enterprise fund grants for the purpose of defraying costs toward the purchase of laboratory equipment. As part of the agreement, we will provide the city of San Antonio with a purchase money security interest in the equipment to secure the repayment of grant funds should we fail to perform under the terms and conditions of the agreement. Our obligations under the agreement include meeting certain employment levels for a period of not less than seven years commencing on or before December 31, 2017 and establishing Pelicans corporate headquarters in San Antonio. The Economic Development Grant funds will be recognized as income upon the achievement of the performance criteria and determination that the cash is no longer refundable to the State of Texas. |
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 expected to be settled within 12 months after the balance sheet date are presented in current liabilities, with the non-current portion recorded under long term liabilities in the consolidated balance sheets (see Note 4). |
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 November 2018, the FASB issued ASU 2018-18: Collaborative Arrangements In June 2018, the FASB issued ASU 2018-07: Compensation Stock Compensation In June 2018, the FASB issued ASU No. 2018-08 Not-For-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) In August 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) 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), |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments Measurements | The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2018 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 5,570,027 $ 5,750,027 Liabilities: Contingent consideration 3,105,225 $ 3,105,225 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 2,609,289 $ 2,609,289 |
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, 2018: 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 Change in fair value 495,936 Balance at December 31, 2018 $ 3,105,225 |
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, 2018: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2019-2025 Discount rate 13.82% to 3.66% Probability of occurrence 23% to 86% |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Investments [Abstract] | |
Schedule of Short-Term Investments | The following summarizes information about short term investments at December 31, 2018 and 2017, respectively: Amortized Gross Estimated 2017 Certificates of deposit, commercial paper $ $ $ 2018 Certificates of deposit, commercial paper $ 5,570,158 $ (131 ) $ 5,570,027 |
Acquisition of Pelican Therap_2
Acquisition of Pelican Therapeutics (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 year ended December 31, 2017, as if we had completed the Pelican acquisition at the beginning of fiscal 2017. The pro forma financial information is provided for comparative purposes only for the year ended December 31, 2017 and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. (in millions except per share value) December 31, 2017 (unaudited) Grant and licensing revenue $ 1.5 Net loss (12.8 ) Net loss: Non-controlling interest (0.6 ) Net loss attributable to Heat Biologics, Inc. $ (12.2 ) Net loss per share attributable to Heat Biologics, Inc.basic and diluted $ (3.16 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets Tables Abstract | |
Schedule of Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: December 31, 2018 2017 Prepaid manufacturing expense $ 559,110 $ 1,551,597 Prepaid insurance 284,931 218,750 Other prepaid expenses 117,261 87,937 Other current assets 15 108,973 $ 961,317 $ 1,967,257 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: December 31, 2018 2017 Lab equipment $ 1,218,532 $ 645,433 Leasehold improvements 9,445 Computers 38,589 41,333 Furniture and fixtures 58,146 55,883 Total 1,324,712 742,649 Accumulated depreciation (681,566 ) (455,758 ) Property and equipment, net $ 643,146 $ 286,891 |
Goodwill and In-process R&D (Ta
Goodwill and In-process R&D (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 and 2018: Goodwill Goodwill from acquisition of Pelican $ 2,189,338 Balance at December 31, 2017 2,189,338 Purchase accounting adjustments Balance at December 31, 2018 $ 2,189,338 The following table provides a rollforward of the Companys in-process R&D as of December 31, 2017 and 2018: In-process R&D In-process R&D from acquisition of Pelican $ 5,866,000 Balance at December 31, 2017 5,866,000 Purchase accounting adjustments Balance at December 31, 2018 $ 5,866,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and other payables | Accrued expenses consist of the following at: December 31, 2018 2017 Accrued clinical trial expenses $ 919,750 $ 1,504,240 Compensation and related benefits 628,147 542,434 Patent fees 40,000 40,000 Deferred rent 7,854 27,457 Other expenses 82,300 162,300 $ 1,678,051 $ 2,276,431 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
License Agreements Tables | |
Schedule of Future Minimum Royalty Payments | Future minimum royalty payments by the Company for licenses as of December 31, 2018 are as follows (in thousands): Year ended December 31, 2019 $ 74 2020 103 2021 228 2022 784 2023 74 Total $ 1,263 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Common Stock Warrants by Exercise Price Range | The Company has a total of 9,030,730 warrants outstanding at a weighted average exercise price of $1.89 to purchase its common stock as of December 31, 2018. 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 3/23/2016 296,159 $ 10.00 3/23/2021 5/7/2018 4,132,833 $ 1.58 5/8/2023 11/26/2018 4,600,000 $ 1.65 11/26/2023 |
Common Stock Warrants Outstanding | The following table summarizes the warrant activity of the Companys common stock warrants: Common Stock Warrants Outstanding, December 31, 2016 310,397 Exercised Expired Outstanding, December 31, 2017 310,397 Issued 11,787,500 Exercised 3,054,667 Expired (12,500 ) Outstanding, December 31, 2018 9,030,730 |
Schedule of Components of Stock-based Compensation Included in Net Loss | The following table summarizes the components of the Companys stock-based compensation included in net loss: For the years ended December 31, 2018 2017 Employee stock options $ 443,684 $ 474,251 Non-employee stock options 20,420 14,362 Employee stock awards 318,186 169,517 Non-employee stock awards 6,369 31,000 $ 788,659 $ 689,130 |
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, 2018 2017 Dividend yield 0.0 % 0.0 % Expected volatility 83.63-121.81 % 76.35-79.08 % Risk-free interest rate 2.32-2.98 % 1.86-2.26 % Expected term (years) 5.1-6.3 5.8-7.8 |
Schedule of Stock Option Activity | The following tables summarize the stock option activity for the year ended December 31, 2018: Shares Weighted Average Exercise Price Outstanding, December 31, 2017 266,810 $ 19.57 Granted 221,410 $ 3.57 Exercised $ Forfeited/Expired (22,917 ) $ 26.97 Outstanding, December 31, 2018 465,303 $ 11.60 |
Schedule of Options Outstanding, Vested and Exercisable | The following table summarizes information about stock options outstanding at December 31, 2018: Options Outstanding Options Vested and Exercisable Balance as of 12/31/2018 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Balance as of 12/31/2018 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 465,303 8.17 $11.60 198,957 7.21 $20.48 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Tables | |
Schedule of Components of Income Tax Expense | The components of income tax expense (benefit) attributable to continuing operations are as follows: 2018 2017 Current Expense: Federal $ $ State Foreign Deferred Expense: Federal $ (985,488 ) $ (762,580 ) State (46,960 ) Foreign Total $ (985,488 ) $ (809,540 ) |
Schedule of Income Tax Rate Reconciliation | The differences between the companys income tax expense attributable to continuing operations and the expense computed at the 21 % United States statutory income tax rate were as follows: 2018 2017 Federal income tax expense at statutory rate: $ (3,577,000 ) $ (4,495,000 ) Increase (reduction) in income tax resulting from: State Income Taxes (207,000 ) (194,000 ) Foreign Rate Differential (17,000 ) (16,000 ) Nondeductible Expenses 7,000 9,000 Prior Period True-Up - Pelican 208,000 Research & Development Credit (763,000 ) (409,000 ) Stock Based Compensation 60,000 84,000 Acquisition Costs 96,000 Reserve for Loss Carryforwards Limited by Sec. 382 22,000 (541,000 ) Tax Reform Impact (8,024,000 ) Other 25,512 45,460 Increase (Decrease) in Valuation Allowance 3,256,000 (3,445,000 ) $ (985,488 ) $ (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, 2018 and December 31, 2017: 2018 2017 Deferred tax assets: Net Operating Loss Carryfowards $ 18,731,555 $ 15,117,487 R&D Credits 2,729,737 1,966,964 Stock Compensation 744,506 629,447 Contingent Consideration 713,259 599,343 Other Accrued Expenses 128,522 Deferred tax assets 22,919,057 18,441,763 Deferred tax liabilities: Property, plant and equipment, primarily due to differences in depreciation (127,140 ) (26,307 ) Other Accrued Expenses (11,926 ) Intangible Assets (1,302,220 ) (1,302,220 ) Deferred tax liabilities (1,441,286 ) (1,328,527 ) Valuation allowance (21,794,504 ) (18,415,456 ) Net deferred tax assets (liabilities) $ (316,733 ) $ (1,302,220 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Net loss $ (16,591,293 ) $ (12,409,866 ) Net loss - Non-controlling interest (857,439 ) (568,195 ) Net loss attributable to Heat Biologics, Inc. $ (15,733,854 ) $ (11,841,671 ) Weighted-average number of common shares used in net loss per share attributable to common stockholders basic and diluted 17,485,461 3,845,342 Net loss per share attributable to Heat Biologics, Inc basic and diluted $ (0.90 ) $ (3.08 ) |
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, 2018 2017 Outstanding stock options 465,303 266,810 Unvested restricted stock units 56,520 21,779 Outstanding common stock warrants 9,030,730 310,397 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | 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, 2019 309,729 2020 115,580 2021 118,158 2022 120,736 2023 20,194 Total $ 684,397 |
Organization (Details)
Organization (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Pelican Therapeutics, Inc. [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of voting interests acquired in acquisition | 85.00% | 80.00% |
Heat Biologics I, Inc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest in subsidiary | 100.00% | 92.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 31, 2018 | Oct. 31, 2017 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 02, 2017 | Dec. 31, 2016 | |
Revenue | $ 5,793,849 | $ 1,519,943 | |||||
Accumulated deficit | 84,580,180 | 68,846,326 | |||||
Net loss | 16,591,293 | $ 12,409,866 | |||||
Cash, cash equivalents and short term investments | $ 27,700,000 | ||||||
Shares issued in acquisition | 133,106 | ||||||
Restricted cash | $ 0 | $ 2,292 | |||||
Restricted cash from cash flows | 22,154,251 | 9,765,359 | $ 7,943,838 | ||||
Cash balance insured | 250,000 | 250,000 | |||||
Cash balance uninsured | 21,904,251 | ||||||
Fair value of the contingent consideration | $ 495,936 | $ 224,289 | |||||
Federal corporate tax rate | 21.00% | ||||||
Unearned revenue liability balance | $ 1,000,000 | ||||||
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 | 100.00% | 92.50% | |||||
CPRIT [Member] | |||||||
Deferred revenue | $ 1,000,000 | ||||||
Grant received | $ 200,000 | ||||||
Heat I, Inc. and Pelican [Member] | |||||||
Shares issued in acquisition | 35,000 | ||||||
Pelican Therapeutics, Inc. [Member] | |||||||
Revenue | $ 150,000 | ||||||
Net loss | $ 170,000 | ||||||
Percentage of voting interests acquired in acquisition | 85.00% | 80.00% | |||||
Shares issued in acquisition | 133,106 | ||||||
Amount awarded from CPRIT grant | $ 15,200,000 | $ 7,600,000 | |||||
Contract value | $ 7,300,000 | ||||||
Pelican Therapeutics, Inc. [Member] | Second tranche [Member] | Grant Revenue [Member] | |||||||
Revenue | $ 6,500,000 | ||||||
Pelican Therapeutics, Inc. [Member] | First tranche [Member] | Grant Revenue [Member] | |||||||
Revenue | $ 1,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Fair Value of Financial Instruments Measurements) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Short-term investments | $ 5,570,027 | |
Liabilities: | ||
Contingent consideration | 1,918,225 | 2,609,289 |
Level 1 [Member] | ||
Assets: | ||
Short-term investments | 5,750,027 | |
Liabilities: | ||
Contingent consideration | ||
Level 2 [Member] | ||
Assets: | ||
Short-term investments | ||
Liabilities: | ||
Contingent consideration | ||
Level 3 [Member] | ||
Assets: | ||
Short-term investments | ||
Liabilities: | ||
Contingent consideration | $ 3,105,225 | $ 2,609,289 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 2,609,289 | |
Acquisition of Pelican | 2,385,000 | |
Change in fair value | 495,936 | 224,289 |
Ending Balance | $ 3,105,225 | $ 2,609,289 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements of Contingent Consideration) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Valuation Methodology | Probability weighted income approach |
Significant unobservable input - milestone dates | 2019-2025 |
Discount rate - minimum | 3.66% |
Discount rate - maximum | 13.82% |
Probability of occurrence - minimum | 23.00% |
Probability of occurrence - maximum | 86.00% |
Short-Term Investments (Schedul
Short-Term Investments (Schedule of Short Term Investments) (Details) - Certificates of deposit, commercial paper [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Estimated fair value | $ 5,570,027 | |
Gross unrealized losses | (131) | |
Amortized cost | $ 5,570,158 |
Acquisition of Pelican Therap_3
Acquisition of Pelican Therapeutics (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Issuance of common stock Pelican, shares | 133,106 | |||
Accrued liabilities | $ 1,678,051 | $ 2,276,431 | ||
Goodwill | 2,189,338 | 2,189,338 | ||
In-process R&D | 5,866,000 | 5,866,000 | ||
Revenue | 5,793,849 | 1,519,943 | ||
Net loss (income) | $ (15,733,854) | $ (11,841,671) | ||
Pelican Therapeutics, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired in acquisition | 85.00% | 80.00% | ||
Issuance of common stock Pelican, shares | 133,106 | |||
Percentage of outstanding common shares issued for equity consideration in business acquisition | 4.99% | |||
Percentage of probability-weighted | 7.20% | |||
Cash consideration | $ 500,000 | |||
Accrued liabilities | 200,000 | |||
Fair value of contingent consideration | 500,000 | $ 200,000 | ||
Goodwill | 2,189,338 | |||
In-process R&D | $ 5,900,000 | |||
Percentage of non-controlling interest acquired | 20.00% | |||
Revenue | $ 150,000 | |||
Amount awarded from CPRIT grant | $ 15,200,000 | 7,600,000 | ||
Total matching funds provided by Company | 5,200,000 | |||
Remaing matching funds to be provided by Company | 3,500,000 | |||
Remaining matching funds to be provided by Company for third fiscal year | 7,600,000 | |||
Total grant funds provided by CPRIT | 8,300,000 | |||
Remaining grant funds to be provided by CPRIT | $ 6,900,000 | |||
Pelican Therapeutics, Inc. [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of non-controlling interest acquired | 10.00% | |||
Pelican Therapeutics, Inc. [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of non-controlling interest acquired | 15.00% | |||
Pelican Therapeutics, Inc. [Member] | Stockholders [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 300,000 |
Acquisition of Pelican Therap_4
Acquisition of Pelican Therapeutics (Future Milestone Payments) (Details) - Pelican Therapeutics, Inc. [Member] | Dec. 31, 2018USD ($) |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 1 trial for an oncology indication | $ 2,000,000 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 2 trial for an oncology indication | 1,500,000 |
Future milestone payment upon successful outcome of the first Phase 2 trial for an oncology indication | 3,000,000 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 3 trial for an oncology indication | 6,000,000 |
Future milestone payment upon Pelican's dosing of the first patient in its first Phase 3 trial for a non- oncology indication | 3,000,000 |
Future milestone payment upon successful outcome of the first Phase 3 trial for an oncology indication | 7,500,000 |
Future milestone payment upon successful outcome of the first Phase 3 trial for a non-oncology indication | 3,000,000 |
Future milestone payment upon acceptance of a Biologics License Application (BLA) submission for an oncology indication | 7,500,000 |
Future milestone payment upon acceptance of a BLA submission for a non-oncology indication | 3,000,000 |
Future milestone payment upon first product indication approval in the United States or Europe for an oncology indication | 7,500,000 |
Future milestone payment upon first product indication approval in the United States or Europe for a non- oncology indication | $ 3,000,000 |
Discount rate used for calculation of fair value of contingent consideration | 7.20% |
Acquisition of Pelican Therap_5
Acquisition of Pelican Therapeutics (Schedule of Purchase Price of Assets and Liabilities) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Aggregate consideration: | |||
Contingent consideration | $ 2,385,000 | ||
Purchase price allocation: | |||
Goodwill | 2,189,338 | $ 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 Therap_6
Acquisition of Pelican Therapeutics (Schedule of Pro Forma Financial Information for Acquisition) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Combinations [Abstract] | |
Grant and licensing revenue | $ 1.5 |
Net loss | (12.8) |
Net loss: Non-controlling interest | (0.6) |
Net loss attributable to Heat Biologics, Inc. | $ (12.2) |
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted | $ / shares | $ (3.16) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses And Other Current Assets Schedule Of Prepaid Expenses And Other Current Assets | ||
Prepaid manufacturing expense | $ 559,110 | $ 1,551,597 |
Prepaid insurance | 284,931 | 218,750 |
Other prepaid expenses | 117,261 | 87,937 |
Other current assets | 15 | 108,973 |
Prepaid expenses and other current assets | $ 961,317 | $ 1,967,257 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,324,712 | $ 742,649 |
Accumulated depreciation | (681,566) | (455,758) |
Property and equipment, net | 643,146 | 286,891 |
Depreciation expense | $ 237,318 | 134,084 |
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 | $ 1,218,532 | 645,433 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 9,445 | |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 38,589 | 41,333 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 58,146 | $ 55,883 |
Goodwill and In-process R&D (Sc
Goodwill and In-process R&D (Schedule of Goodwill) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill beginning balance | $ 2,189,338 | |
Goodwill from acquisition of Pelican | 2,189,338 | |
Purchase accounting adjustments | ||
Goodwill ending balance | $ 2,189,338 | $ 2,189,338 |
Goodwill and In-process R&D (_2
Goodwill and In-process R&D (Schedule of In-process R&D) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
In-process R&D beginning balance | $ 5,866,000 | |
In-process R&D from acquisition of Pelican | 5,866,000 | 5,866,000 |
Purchase accounting adjustments | ||
In-process R&D ending balance | $ 5,866,000 | $ 5,866,000 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Accrued clinical trial expenses | $ 919,750 | $ 1,504,240 |
Compensation and related benefits | 628,147 | 542,434 |
Patent fees | 40,000 | 40,000 |
Deferred rent | 7,854 | 27,457 |
Other expenses | 82,300 | 162,300 |
Accrued expenses | $ 1,678,051 | $ 2,276,431 |
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, 2018 | Dec. 31, 2010 | Dec. 31, 2017 | 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 | $ 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 | 20,000 | |||||||||||||
License agreement ("SS114A") [Member] | |||||||||||||||||||
Reimbursement of for past patent fees | $ 37,381 | ||||||||||||||||||
License Agreement ("143") [Member] | |||||||||||||||||||
Reimbursement of for past patent fees | 50,000 | ||||||||||||||||||
License Agreement ("J110") [Member] | |||||||||||||||||||
Reimbursement of for past patent fees | 10,000 | ||||||||||||||||||
License Agreement for Multiple Myeloma [Member] | |||||||||||||||||||
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 | $ 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, 2018USD ($) |
License Agreements [Abstract] | |
2019 | $ 74 |
2020 | 103 |
2021 | 228 |
2022 | 784 |
2023 | 74 |
Total | $ 1,263 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Nov. 26, 2018 | May 07, 2018 | Mar. 15, 2018 | Jan. 18, 2018 | Aug. 15, 2016 | Jan. 31, 2018 | Nov. 30, 2017 | Mar. 28, 2017 | Jan. 31, 2017 | Dec. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 22, 2018 | Mar. 23, 2016 | Feb. 28, 2014 | Mar. 10, 2011 |
Class of Stock [Line Items] | |||||||||||||||||
Preferred Stock, par value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||
Issuance of preferred stock, shares | 14,375,000 | 575,000 | |||||||||||||||
Common stock, par value per share | $ 0.0002 | $ 0.0002 | |||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||||
Common stock, shares issued | 32,492,144 | 4,200,310 | |||||||||||||||
Common stock, shares outstanding | 32,492,144 | 4,200,310 | |||||||||||||||
Stock based compensation | $ 788,659 | $ 689,130 | |||||||||||||||
Restricted stock granted | 221,410 | ||||||||||||||||
Proceeds from sale of common stock | $ 3,910,093 | 2,463,180 | |||||||||||||||
Exercise price of warrants | $ 1.584 | ||||||||||||||||
Warrants, expiry period | 5 years | ||||||||||||||||
Proceeds from exercise of warrants | $ 4,838,593 | ||||||||||||||||
Reverse stock split | 1-for-10 | ||||||||||||||||
Reduce number of issued and outstanding common stock | 4,200,000 | 4,200,000 | |||||||||||||||
Exercise of warrants, shares | 3,054,667 | ||||||||||||||||
Common warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Public offering price | $ 0.01 | ||||||||||||||||
Pre-funded warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Public offering price | 1.43 | ||||||||||||||||
Restricted Stock [Member] | Employees [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ 318,186 | $ 169,517 | |||||||||||||||
Restricted stock granted | 60,375 | 35,989 | |||||||||||||||
Vested restricted stock | 15,092 | ||||||||||||||||
Vesting period | 3 years | 1 year | |||||||||||||||
Restricted Stock [Member] | Employees [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Restricted stock granted | 42,850 | ||||||||||||||||
Vested restricted stock | 10,713 | ||||||||||||||||
Vesting period | 3 years | ||||||||||||||||
Restricted Stock [Member] | Non Employees [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ 6,369 | ||||||||||||||||
Restricted stock granted | 3,250 | ||||||||||||||||
Vested restricted stock | 812 | ||||||||||||||||
Vesting period | 3 years | ||||||||||||||||
Restricted Stock [Member] | Vesting immediately [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Vesting percentage | 25.00% | ||||||||||||||||
Common Stock Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Price per share | $ 1.30 | $ 1.42 | $ 10 | ||||||||||||||
Common stock, shares issued | 910,000 | ||||||||||||||||
Warrants to purchase common stock | 4,600,000 | 9,500,000 | 4,600,000 | 12,500 | 682,500 | 1,523 | |||||||||||
Exercise price of warrants | $ 0.75 | ||||||||||||||||
Public offering price | $ 1.44 | ||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Proceeds from initial public offering | $ 4,800,000 | ||||||||||||||||
Price per share | $ 8 | ||||||||||||||||
Proceeds from sale of common stock | $ 1,300,000 | $ 3,700,000 | $ 4,100,000 | ||||||||||||||
Number of shares sold | 1,200,000 | 75,000 | |||||||||||||||
Warrants to purchase common stock | 600,000 | ||||||||||||||||
Exercise of warrants, shares | 3,054,667 | ||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued for initial public offering | 4,875,000 | ||||||||||||||||
Proceeds from initial public offering | $ 18,800,000 | ||||||||||||||||
Price per share | $ 1.50 | $ 4.30 | |||||||||||||||
Proceeds from sale of common stock | $ 12,700,000 | $ 2,400,000 | |||||||||||||||
Number of shares sold | 8,000,000 | 581,395 | 500,000 | 39,255 | |||||||||||||
Warrants to purchase common stock | 4,000,000 | ||||||||||||||||
Exercise price of warrants | $ 1.65 | ||||||||||||||||
Underwriting Agreement [Member] | Common warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 2,437,500 | ||||||||||||||||
Underwriting Agreement [Member] | Pre-funded warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 4,750,000 | ||||||||||||||||
Sales Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Proceeds from sale of common stock | $ 2,300,000 | $ 3,800,000 | |||||||||||||||
Number of shares sold | 234,858 | 1,566,997 | |||||||||||||||
Commission rate percentage | 3.00% | ||||||||||||||||
Non Employees [Member] | Restricted Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock based compensation | $ 0 | $ 31,000 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Warrants) (Details) - USD ($) | Nov. 26, 2018 | May 07, 2018 | Mar. 10, 2011 | Jul. 22, 2018 | Mar. 23, 2016 | Feb. 28, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock shares issued | 32,492,144 | 4,200,310 | |||||||
Exercise price of warrant liabilities | $ 1.584 | ||||||||
Fair value of common stock | $ 6,499 | $ 840 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Common Stock Warrants | |||||||||
Weighted average price | $ 11.60 | $ 19.57 | |||||||
Common Stock Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant outstanding | 1,738 | 0 | |||||||
Warrants exercised | 3,054,667 | ||||||||
Common stock shares issued | 910,000 | ||||||||
Number of shares of common stock issuable through warrants | 4,600,000 | 9,500,000 | 12,500 | 682,500 | 1,523 | 4,600,000 | |||
Common stock issued for conversion of warrants | 7,187,500 | ||||||||
Exercise price of warrant liabilities | $ 0.75 | ||||||||
Expiration term | 5 years | 5 years | 10 years | 5 years | 5 years | 5 years | 10 years | ||
Exercise price | $ 1.65 | $ 1.584 | $ 4.80 | $ 125 | $ 10 | $ 1.65 | $ 4.80 | ||
Price per share | $ 1.30 | $ 10 | $ 1.42 | ||||||
Fair value of common stock | $ 7,800,000 | $ 2,522,754 | $ 5,600,000 | ||||||
Dividend yield | 0.00% | 0.00% | |||||||
Expected volatility | 124.14% | 133.26% | |||||||
Risk-free interest rate | 2.78% | 2.89% | |||||||
Expected term (years) | 5 years | 5 years | |||||||
Common Stock Warrants | |||||||||
Outstanding, beginning balance | 310,397 | ||||||||
Granted | 3,261 | ||||||||
Exercised | |||||||||
Expired | |||||||||
Outstanding, ending balance | 9,030,730 | ||||||||
Weighted average price | $ 1.89 | ||||||||
Number of shares issued from cashless exercise of warrant | 1,432 | ||||||||
Number of shares outstanding from cashless exercise of warrant | 1,738 | ||||||||
Pre-funded warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price | $ 0.01 | ||||||||
Common Stock Warrant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock shares issued | 296,159 | ||||||||
Number of shares of common stock issuable through warrants | 4,132,833 | ||||||||
Exercise price | $ 1.584 | ||||||||
Price per share | $ 10 |
Stockholders' Equity (Equity Co
Stockholders' Equity (Equity Compensation Plan) (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014 | Dec. 31, 2018 | 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 | 465,303 | 266,810 | |||||
Granted | 221,410 | ||||||
Stock-based compensation expense | $ 788,659 | $ 689,130 | |||||
Stock option expense | $ 464,104 | $ 488,613 | |||||
Weighted average grant-date fair value | $ 2.65 | $ 5.33 | |||||
Unrecognized stock-based compensation expense | $ 2,300,000 | ||||||
Unrecognized stock-based compensation expense, recognition period | 11 months | ||||||
Dividend yield | 0.00% | 0.00% | |||||
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 | 23,799 | 24,042 | |||||
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 | 263,484 | 232,768 | |||||
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 | 234,540 | 10,000 | |||||
2018 Stock Option Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Incentive Plan, shares authorized | 4,000,000 | ||||||
Outstanding stock options | |||||||
Common shares available for issuance | 4,260,215 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Warrants By Exercise Price) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | 465,303 | 266,810 |
Exercise Price | $ 11.60 | $ 19.57 |
3/10/2011 [Member] | ||
Issuance Date | Mar. 10, 2011 | |
Number of Shares | 1,738 | |
Exercise Price | $ 4.80 | |
Expiration Date | Mar. 10, 2021 | |
3/23/2016 [Member] | ||
Issuance Date | Mar. 23, 2016 | |
Number of Shares | 296,159 | |
Exercise Price | $ 10 | |
Expiration Date | Mar. 23, 2021 | |
5/7/2018 [Member] | ||
Issuance Date | May 7, 2018 | |
Number of Shares | 4,132,833 | |
Exercise Price | $ 1.58 | |
Expiration Date | May 8, 2023 | |
11/26/2018 [Member] | ||
Issuance Date | Nov. 26, 2018 | |
Number of Shares | 4,600,000 | |
Exercise Price | $ 1.65 | |
Expiration Date | Nov. 26, 2023 |
Stockholders' Equity (Schedul_2
Stockholders' Equity (Schedule of Warrant Activity) (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, beginning balance | 310,397 | 310,397 |
Issued | 11,787,500 | |
Exercised | 3,054,667 | |
Expired | (12,500) | |
Outstanding, ending balance | 9,030,730 | 310,397 |
Stockholders' Equity (Schedul_3
Stockholders' Equity (Schedule of Stock-based Compensation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 788,659 | $ 689,130 |
Employee stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 443,684 | 474,251 |
Employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 318,186 | 169,517 |
Non-employee stock awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | 6,369 | 31,000 |
Non Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 20,420 | $ 14,362 |
Stockholders' Equity (Schedul_4
Stockholders' Equity (Schedule of Stock Option Valuation Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 83.63% | 76.35% |
Risk-free interest rate | 2.32% | 1.86% |
Expected term (years) | 5 years 1 month 6 days | 5 years 9 months 18 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 121.81% | 79.08% |
Risk-free interest rate | 2.98% | 2.26% |
Expected term (years) | 6 years 3 months 19 days | 7 years 9 months 18 days |
Stockholders' Equity (Schedul_5
Stockholders' Equity (Schedule of Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Outstanding, beginning balance | shares | 266,810 |
Granted | shares | 221,410 |
Exercised | shares | |
Forfeited/Expired | shares | (22,917) |
Outstanding, ending balance | shares | 465,303 |
Weighted Average Exercise Price | |
Outstanding, beginning balance | $ / shares | $ 19.57 |
Granted | $ / shares | 3.57 |
Exercised | $ / shares | |
Forfeited/Expired | $ / shares | 26.97 |
Outstanding, ending balance | $ / shares | $ 11.60 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Outstandng Stock Options) (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Options Outstanding | |
Balance | shares | 465,303 |
Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 1 day |
Weighted Average Exercise Price Options Outstanding | $ / shares | $ 11.60 |
Options Vested or Expected to Vest | |
Balance | shares | 198,957 |
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 16 days |
Weighted average exercise price Options Vested or Expected to Vest | $ / shares | $ 20.48 |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory federal tax rate | 21.00% | |
Valuation allowance | $ 21,794,504 | $ 18,415,456 |
Deferred tax liability | 985,487 | $ 809,540 |
State Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 73,861,907 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2024 | |
Federal Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 84,517,142 | |
Net operating loss carryforwards expiration dates | Dec. 31, 2029 | |
Pelican Therapeutics [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 3,027,284 | |
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 | 122,605 | |
Pelican Net Operating Loss Carryforwards [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 2,344,952 |
Income Tax (Schedule of Income
Income Tax (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current Expense: | ||
Federal | ||
State | ||
Foreign | ||
Current expense | ||
Deferred Expense: | ||
Federal | (985,488) | (762,580) |
State | (46,960) | |
Foreign | ||
Total | $ (985,488) | $ (809,540) |
Income Tax (Schedule of Incom_2
Income Tax (Schedule of Income Tax Rate Differences) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate: | $ (3,577,000) | $ (4,495,000) |
Increase (reduction) in income tax resulting from: | ||
State Income Taxes | (207,000) | (194,000) |
Foreign Rate Differential | (17,000) | 16,000 |
Nondeductible Expenses | 7,000 | 9,000 |
Period True-Up - Pelican | 208,000 | |
Research & Development Credit | (763,000) | (409,000) |
Stock Based compensation | 60,000 | 84,000 |
Acquisition Costs | 96,000 | |
Reserve for Loss Carryforwards Limited by Sec. 382 | 22,000 | (541,000) |
Tax Reform Impact | 8,024,000 | |
Other | 25,512 | 45,460 |
Increase (Decrease) in Valuation Allowance | 3,256,000 | (3,445,000) |
Total | $ (985,488) | $ (809,540) |
Income Tax (Schedule of Deferre
Income Tax (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net Operating Loss Carryfowards | $ 18,731,555 | $ 15,117,487 |
R & D credits | 2,729,737 | 1,966,964 |
Stock Compensation | 744,506 | 629,447 |
Contingent Consideration | 713,259 | 599,343 |
Other Accrued Expenses | 128,522 | |
Deferred tax assets | 22,919,057 | 18,441,763 |
Deferred tax liabilities: | ||
Property, plant and equipment, primarily due to differences in depreciation | (127,140) | (26,307) |
Other Accrued Expenses | (11,926) | |
Intangible Assets | (1,302,220) | (1,302,220) |
Deferred tax liabilities | (1,441,286) | (1,328,527) |
Valuation allowance | (21,794,504) | (18,415,456) |
Net deferred tax assets (liabilities) | $ (316,733) | $ (1,302,220) |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pelican, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Purchase of ownership interest | 5.00% | 80.00% |
Minimum [Member] | Board One [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 61,500 | $ 77,000 |
Maximum [Member] | Board One [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 221,000 | $ 242,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Pelican Therapeutics, Inc. [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of voting interests acquired in acquisition | 85.00% | 80.00% |
Heat Biologics I, Inc [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest in subsidiary | 100.00% | 92.50% |
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, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,591,293) | $ (12,409,866) |
Net loss: Non-controlling interest | (857,439) | (568,195) |
Net loss attributable to Heat Biologics, Inc. | $ (15,733,854) | $ (11,841,671) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted | 17,485,461 | 3,845,342 |
Net loss per share applicable to Heat Biologics, Inc - basic and diluted | $ (0.9) | $ (3.08) |
Net Loss Per Share (Schedule _2
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 465,303 | 266,810 |
Unvested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 56,520 | 21,779 |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 9,030,730 | 310,397 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 02, 2018ft² | Jan. 24, 2014ft² | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease term | 5 years | 5 years | ||
Area of office and laboratory space under lease (in square feet) | ft² | 5,156 | 5,979 | ||
Rent expense | $ | $ 305,391 | $ 226,001 |
Commitments and Contingencies_3
Commitments and Contingencies (Future Minimum Payments for Operating Lease Obligations) (Details) | Dec. 31, 2018USD ($) |
Approximate future minimum payments for its operating lease obligations that have initial remaining non-cancellable terms in excess of one year | |
2019 | $ 309,729 |
2020 | 115,580 |
2021 | 118,158 |
2022 | 120,736 |
2023 | 20,194 |
Total | $ 684,397 |