Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | HEAT BIOLOGICS, INC. | |
Entity Central Index Key | 0001476963 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-35994 | |
Entity Incorporation | DE | |
Entity Common Stock, Shares Outstanding | 34,140,652 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 9,334,421 | $ 22,154,251 |
Short-term investments | 5,683,446 | 5,570,027 |
Accounts receivable | 37,300 | 28,538 |
Prepaid expenses and other current assets | 734,788 | 961,317 |
Total Current Assets | 15,789,955 | 28,714,133 |
Property and Equipment, net | 609,916 | 643,146 |
Other Assets | ||
In-process R&D | 5,866,000 | 5,866,000 |
Goodwill | 1,452,338 | 2,189,338 |
Right-of-use asset | 347,153 | |
Deposits | 386,284 | 351,220 |
Total Other Assets | 8,051,775 | 8,406,558 |
Total Assets | 24,451,646 | 37,763,837 |
Current Liabilities | ||
Accounts payable | 1,944,333 | 974,619 |
Deferred revenue | 1,032,539 | |
Contingent consideration, current portion | 1,477,000 | 1,187,000 |
Operating lease liability, current portion | 91,068 | |
Accrued expenses and other liabilities | 1,281,911 | 1,678,051 |
Total Current Liabilities | 4,794,312 | 4,872,209 |
Long Term Liabilities | ||
Contingent consideration | 2,356,515 | 1,918,225 |
Deferred tax liability | 361,911 | 316,733 |
Deferred revenue, net of current portion | 200,000 | 200,000 |
Operating lease liability, net of current portion | 259,222 | |
Other long-term liabilities | 306,235 | 213,724 |
Total Liabilities | 8,278,195 | 7,520,891 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $.0002 par value; 100,000,000 shares authorized, 33,334,124 and 32,492,144 shares issued and outstanding at September 30, 2019 (unaudited) and December 31, 2018, respectively | 6,822 | 6,499 |
Additional paid-in capital | 117,836,082 | 114,883,135 |
Accumulated deficit | (101,261,124) | (84,580,180) |
Accumulated other comprehensive loss | 52,230 | (19,904) |
Total Stockholders' Equity-Heat Biologics, Inc. | 16,634,010 | 30,289,550 |
Non-Controlling Interest | (460,559) | (46,604) |
Total Stockholders' Equity | 16,173,451 | 30,242,946 |
Total Liabilities and Stockholders' Equity | $ 24,451,646 | $ 37,763,837 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 33,334,124 | 32,492,144 |
Common stock, shares outstanding | 33,334,124 | 32,492,144 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Grant and licensing revenue | $ 6,439 | $ 1,840,009 | $ 1,049,988 | $ 3,735,713 |
Operating expenses: | ||||
Research and development | 3,129,356 | 4,403,759 | 9,725,744 | 10,756,485 |
General and administrative | 1,993,136 | 1,585,600 | 7,201,196 | 4,727,105 |
Goodwill impairment loss | 737,000 | 737,000 | ||
Change in fair value of contingent consideration | 502,000 | 114,838 | 728,290 | 665,936 |
Total operating expenses | 6,361,492 | 6,104,197 | 18,392,230 | 16,149,526 |
Loss from operations | (6,355,053) | (4,264,188) | (17,342,242) | (12,413,813) |
Interest income | 97,415 | 83,509 | 373,060 | 131,306 |
Other (expense) income, net | (73,275) | 31,704 | (80,539) | 153,500 |
Total non-operating income | 24,140 | 115,213 | 292,521 | 284,806 |
Net loss before income taxes | (6,330,913) | (4,148,975) | (17,049,721) | (12,129,007) |
Income tax benefit (expense) | 225,389 | (45,178) | 665,080 | |
Net loss | (6,330,913) | (3,923,586) | (17,094,899) | (11,463,927) |
Net loss - non-controlling interest | (136,315) | (265,024) | (413,955) | (668,219) |
Net loss attributable to Heat Biologics, Inc. | $ (6,194,598) | $ (3,658,562) | $ (16,680,944) | $ (10,795,708) |
Net loss per share attributable to Heat Biologics, Inc.-basic and diluted | $ (0.18) | $ (0.16) | $ (0.50) | $ (0.75) |
Weighted-average number of common shares used in net loss per share attributable to Heat Biologics, Inc.-basic and diluted | 33,650,829 | 23,143,952 | 33,255,535 | 14,359,429 |
Other comprehensive loss: | ||||
Net loss | $ (6,330,913) | $ (3,923,586) | $ (17,094,899) | $ (11,463,927) |
Unrealized gain on foreign currency translation | 63,711 | 39,377 | 72,134 | 110,648 |
Total other comprehensive loss | (6,267,202) | (3,884,209) | (17,022,765) | (11,353,279) |
Comprehensive loss attributable to non-controlling interest | (136,315) | (265,024) | (413,955) | (668,219) |
Comprehensive loss | $ (6,130,887) | $ (3,619,185) | $ (16,608,810) | $ (10,685,060) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | APIC [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] | Total |
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 underwriter's discount | 2,875 | 20,697,122 | 20,699,997 | |||
Exercise of warrants, 3,054,667 shares | 611 | 4,837,982 | 4,838,593 | |||
Issuance of common stock | 309 | 3,866,096 | 3,866,405 | |||
Stock issuance costs | (2,057,872) | (2,057,872) | ||||
Stock-based compensation | 12 | 652,734 | 652,746 | |||
Other comprehensive gain (loss) | 110,648 | 110,648 | ||||
Net loss | (10,795,708) | (668,219) | (11,463,927) | |||
Balance at Sep. 30, 2018 | 4,647 | 104,378,324 | (79,642,034) | (55,377) | (2,258,061) | 22,427,499 |
Balance at Jun. 30, 2018 | 4,619 | 103,953,477 | (75,983,472) | (94,754) | (1,993,037) | 25,886,833 |
Issuance of common stock | 28 | 292,997 | 293,025 | |||
Stock issuance costs | (8,776) | (8,776) | ||||
Stock-based compensation | 140,626 | 140,626 | ||||
Other comprehensive gain (loss) | 39,377 | 39,377 | ||||
Net loss | (3,658,562) | (265,024) | (3,923,586) | |||
Balance at Sep. 30, 2018 | 4,647 | 104,378,324 | (79,642,034) | (55,377) | (2,258,061) | 22,427,499 |
Balance at Dec. 31, 2018 | 6,499 | 114,883,135 | (84,580,180) | (19,904) | (46,604) | 30,242,946 |
Issuance of common stock | 3 | 18,894 | 18,897 | |||
Exercise of stock options | 2,120 | 2,120 | ||||
Stock-based compensation | 320 | 2,931,933 | 2,932,253 | |||
Other comprehensive gain (loss) | 72,134 | 72,134 | ||||
Net loss | (16,680,944) | (413,955) | (17,094,899) | |||
Balance at Sep. 30, 2019 | 6,822 | 117,836,082 | (101,261,124) | 52,230 | (460,559) | 16,173,451 |
Balance at Jun. 30, 2019 | 6,822 | 117,350,922 | (95,066,526) | (11,481) | (324,244) | 21,955,493 |
Stock-based compensation | 485,160 | 485,160 | ||||
Other comprehensive gain (loss) | 63,711 | 63,711 | ||||
Net loss | (6,194,598) | (136,315) | (6,330,913) | |||
Balance at Sep. 30, 2019 | $ 6,822 | $ 117,836,082 | $ (101,261,124) | $ 52,230 | $ (460,559) | $ 16,173,451 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common stock, shares | 142,082 | 16,300 | 1,545,449 |
Issuance of common stock from exercise of stock options, shares | 2,000 | ||
Exercise of warrants, shares | 3,054,667 | ||
Public offering, shares | 14,375,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (17,094,899) | $ (11,463,927) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment loss | 737,000 | |
Depreciation | 176,548 | 171,235 |
Stock-based compensation | 2,932,253 | 652,746 |
Change in fair value of contingent consideration | 728,290 | 665,936 |
Unrealized gain on investments | (5,589) | |
Increase (decrease) in cash arising from changes in assets and liabilities: | ||
Accounts receivable | (9,002) | (53,714) |
Prepaid expenses and other current assets | 225,245 | (514,265) |
Deferred financing costs | 30,000 | |
Accounts payable | 971,062 | (55,384) |
Deferred revenue | (1,032,539) | (3,735,713) |
Deferred tax liability | 45,178 | (665,080) |
Accrued expenses and other liabilities | (316,317) | (743,519) |
Other long-term liabilities | 92,511 | 27,923 |
Deposits | (35,065) | (29,422) |
Net Cash Used in Operating Activities | (12,585,324) | (15,713,184) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (143,318) | |
Purchase of short-term investments | (107,830) | (547,409) |
Net Cash Used in Investing Activities | (251,148) | (547,409) |
Cash Flows from Financing Activities | ||
Proceeds from public offering, net of underwriting discounts | 20,699,997 | |
Proceeds from the issuance of common stock, net of commissions | 18,898 | 3,866,405 |
Proceeds from exercise of stock options | 2,120 | |
Proceeds from exercise of warrants | 4,838,593 | |
Stock issuance costs | (2,057,872) | |
Net Cash Provided by Financing Activities | 21,018 | 27,347,123 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,376) | 110,430 |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (12,819,830) | 11,196,960 |
Cash, Cash Equivalents and Restricted Cash - Beginning of Period | 22,154,251 | 9,765,359 |
Cash, Cash Equivalents and Restricted Cash - End of Period | $ 9,334,421 | $ 20,962,319 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2019. The consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018 are unaudited. The balance sheet as of December 31, 2018 is derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 28, 2019 and Amendment No. 1 thereto filed with the SEC on April 24, 2019 (the “2018 Annual Report”). The consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018 include the accounts of Heat Biologics, Inc. (“the Company”), and its subsidiaries, Pelican Therapeutics, Inc. (“Pelican”), 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., Zolovax, Inc., Delphi Therapeutics, Inc. and 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. Heat accounts for its less than 100% interest 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” on its consolidated statements of operations and comprehensive loss. At September 30, 2019 and December 31, 2018, Heat held an 85% controlling interest in Pelican and a 100% interest in Heat I. During the nine months ended September 30, 2018, Heat held an 80% controlling interest in Pelican and a 92.5% controlling interest in Heat I. For the nine months ended September 30, 2018 the Company recognized $223,487 in net loss non-controlling interest for Heat I and $444,732 in net loss non-controlling interest for Pelican. For the nine months ended September 30, 2019 all net losses attributable to non-controlling interests relate to Pelican. All share numbers in the consolidated financial statements and footnotes below have been adjusted for the Company’s one-for-ten reverse stock split effective January 19, 2018. Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit in excess of $100 million as of September 30, 2019, a net loss for the three months ended September 30, 2019 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 grant provided by the Cancer Prevention and Research Institute of Texas or CPRIT. 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. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year after the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. 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 the B. Riley FBR, Inc. At Market Issuance Sales Agreement, if available, debt financings, partnerships, collaborations and other funding transactions. This is based on the Company’s current estimates, and the Company could use its available capital resources sooner than it currently expects. The Company continually evaluates various cost-saving measures considering its cash requirements in order to focus resources on its product candidates and ranks its development programs based upon progress in clinical development, among other things. These rankings could result in a reduction, delay, or elimination of certain of its research and development programs and are subject to change based upon future events. The Company will need to generate significant revenues to achieve profitability, and it may never do so. 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. Short-term Investments The Company’s short-term investments are equity securities and are carried at their fair value based on quoted market prices. Realized and unrealized gains and losses on equity securities are included in net earnings in the period earned or incurred. 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 patient's T-cell mediated immune system against cancer. Business Combinations The Company accounts for acquisitions using the acquisition method of accounting, which requires that all identifiable assets acquired, and liabilities assumed be recorded at their estimated fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired patented technology. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill and In-Process Research and Development The Company classifies 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. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers 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, 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. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit's carrying value exceeds its fair value. See note 7 regarding impairment at September 30, 2019. 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 the Company acquires, 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 the Company becomes 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, the Company 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. 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 reassesses 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. Research and Development Research and development includes 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 Company’s product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates. Revenue Recognition The Company earns substantially all its revenue from a research grant from CPRIT. The Company’s contract with CPRIT relates to 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. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is earned and recognized when qualifying costs are incurred. Prepaid Expenses and Other Current Assets The Company’s prepaid expenses and other current assets consist primarily of the amount paid in advance for cGMP production of Pelican’s PTX-35 antibody and PTX-15 fusion protein, insurance and the Company’s contribution to tenant improvements. Income Taxes 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. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. Significant Accounting Policies The significant accounting policies used in preparation of these interim financial statements are disclosed in the 2018 Annual Report and have not changed significantly since such filing. Recently Issued Accounting Pronouncements 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), |
Acquisition of Pelican Therapeu
Acquisition of Pelican Therapeutics | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Pelican Therapeutics | 2. Acquisition of Pelican Therapeutics In 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. During the quarter ended March 31, 2018, cash consideration of approximately $300,000 was distributed to the participating Pelican stockholders and the remainder of approximately $200,000 for certain Pelican liabilities not satisfied was recognized as other income in the statements of operations and comprehensive loss for the period. In October 2018, the Company entered into an agreement with the University of Miami (“UM”) whereby UM exchanged its shares of stock in the Company’s subsidiaries, Heat I, Inc. and Pelican. The stock exchange resulted in the Company increasing its controlling ownership in Pelican from 80% to 85%. Under the Pelican stock acquisition 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. 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 3.9% based on the median yield of publicly traded non-investment grade debt of companies in the pharmaceutical industry. The Company estimates the fair value of the contingent consideration on a quarterly basis. At the time of the Pelican acquisition, the Company’s CEO and certain affiliated entities as well as two of the Company’s directors and certain affiliated entities directly or indirectly owned shares of Pelican common stock purchased by the Company. As a result, approximately 51% of any such milestone payments will be paid to the Company’s CEO, two of its directors and affiliated companies. Goodwill was 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 related largely to synergies expected from combining the operations. The goodwill is not deductible for income tax purposes. As discussed in Note 10, in May 2016, Pelican was awarded a $15.2 million CPRIT Grant from CPRIT for development of Pelican’s lead product candidate, PTX-35. The CPRIT Grant is expected to support Pelican in developing PTX-35 through a Phase 1 clinical trial designed to evaluate PTX-35 in combination with other immunotherapies. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, 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 Company’s financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level II – Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The Company's cash equivalents are classified within Level I of the fair value hierarchy. As of September 30, 2019 and December 31, 2018, 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 Company’s 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 quarters ended September 30, 2019 or 2018. The fair value of financial instruments measured on a recurring basis is as follows: As of September 30, 2019 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 5,683,446 $ 5,683,446 — — Liabilities: Contingent consideration $ 3,833,515 — — $ 3,833,515 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 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 nine months ended September 30, 2019: Contingent Consideration Balance at December 31, 2018 $ 3,105,225 Change in fair value 728,290 Balance at September 30, 2019 $ 3,833,515 The change in the fair value of the contingent consideration for the nine months ended September 30, 2019 was primarily because of the increase in the estimated probability of achieving the initial milestone, a change in discount rate and the passage of time on the fair value measurement. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statement of operations and comprehensive loss. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of contingent consideration classified as Level 3 as of September 30, 2019: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2020-2026 Discount rate 3.9% Probability of occurrence 23% to 86% The Company measures certain non-financial assets on a non-recurring basis, including goodwill and in-process R&D. As a result of those measurements, during the three and nine months ended September 30, 2019, goodwill with a total carrying value of $2.2 million was written down to its estimated fair value of $1.5 million and an impairment charge of $0.7 million was recorded. The Company uses a present value technique to estimate the fair value of these assets. This analysis requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital. |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2019 | |
Short-term Investments [Abstract] | |
Short-Term Investments | 4. Short-Term Investments The following summarizes information about short term investments at September 30, 2019 and December 31, 2018, respectively: Amortized Gross Estimated September 30, 2019 Mutual fund $ 5,677,989 $ 5,457 $ 5,683,446 December 31, 2018 Mutual fund $ 5,570,158 $ (131 ) $ 5,570,027 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at: September 30, 2019 December 31, Prepaid lease costs $ 257,916 $ — Prepaid manufacturing expense 134,500 559,110 Prepaid insurance 92,972 284,931 Prepaid clinical study expenses 172,075 — Other prepaid expenses and current assets 77,325 117,276 $ 734,788 $ 961,317 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
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 the estimated useful lives, ranging generally from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Property and equipment consist of the following at: September 30, 2019 December 31, Lab equipment $ 1,290,677 $ 1,218,532 Leasehold improvements 9,445 9,445 Computers 49,603 38,589 Furniture and fixtures 118,305 58,146 Total 1,468,030 1,324,712 Accumulated depreciation (858,114 ) (681,566 ) Property and equipment, net $ 609,916 $ 643,146 Depreciation expense was $54,826 and $176,548 for the three and nine months ended September 30, 2019, respectively, and $62,827 and $171,235 for the three and nine months ended September 30, 2018, respectively. |
Goodwill and In-Process R&D
Goodwill and In-Process R&D | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and In-Process R&D | 7. Goodwill and In-Process R&D Goodwill of $2.2 million and in-process R&D of $5.9 million were recorded in connection with the acquisition of Pelican, as described in Note 2. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 8. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following: September 30, December 31, Compensation and related benefits $ 130,920 $ 628,147 Other accrued operating expenses 1,150,991 1,049,904 $ 1,281,911 $ 1,678,051 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock Warrants During the three months and nine months ended September 30, 2019, there were no changes in the Company’s outstanding warrants. As of September 30, 2019, the Company has outstanding warrants to purchase 9,030,730 shares of common stock issuable at a weighted-average exercise price of $1.89 per share. Equity Compensation Plans The Company maintains various equity compensation plans with substantially similar provisions under which it may award employees, directors and consultants 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 plans. In July 2019, the Company’s shareholders approved an increase of 4,000,000 shares in the number of shares available for grant. As of September 30, 2019, there were 4,021,160 shares remaining available for grant under these plans. Stock Options The following is a summary of the stock option activity for the nine months ended September 30, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 465,303 $ 11.60 Granted 2,920,021 1.03 Exercised (2,000 ) 1.06 Expired (16,821 ) 4.43 Forfeited (203,149 ) 1.46 Outstanding, September 30, 2019 3,163,354 $ 2.54 The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2019 was $0.91. The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for stock options granted during the three months ended September 30, 2019: Dividend yield 0.0 % Expected volatility 132.0 % Risk-free interest rate 2.5 % Expected lives (years) 5.5 The risk-free interest rate is based on U.S. Treasury interest rates at the time of the grant whose term is consistent with the expected life of the stock options. The Company used an average historical stock price volatility based on an analysis of reported data for a peer group of comparable companies that have issued stock options with substantially similar terms, as the Company had limited to no trading history for its common stock. Expected term represents the period that the Company’s stock option grants are expected to be outstanding. The Company elected to utilize the “simplified” 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 of the forfeiture rate. Based on these evaluations the Company currently does not apply a forfeiture rate. The following table summarizes information about stock options outstanding at September 30, 2019: Options Outstanding Options Vested and Exercisable Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3,163,354 8.9 $2.54 1,346,174 8.4 $4.18 Restricted Stock The following is a summary of restricted stock and restricted stock unit activity for the nine months ended September 30, 2019: Shares Unvested, December 31, 2018 56,520 Granted 1,579,179 Vested (747,805 ) Forfeited (49,465 ) Unvested, September 30, 2019 838,429 |
Grant Revenue
Grant Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Grant Revenues | 10. Grant Revenue In June 2016, Pelican entered into a cancer research grant contract or Grant Contract with CPRIT, The 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 provide $7.6 million in matching funds over the life of the project. Upon commercialization of the product, the terms of the grant require Pelican to pay tiered Through September 30, 2019, all $8.3 million of grant funding received to date has been recognized as revenue. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share Basic net loss attributable to Heat Biologics, Inc 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 three and nine months ended September 30, 2019 and 2018, all the CompanyÂ’s common stock options, unvested restricted stock units and warrants were anti-dilutive and therefore have been excluded from the diluted calculation. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share in the three and nine months ended September 30 due to their anti-dilutive effect: 2019 2018 Outstanding stock options 3,163,354 465,406 Restricted stock subject to forfeiture and restricted stock units 838,429 61,144 Outstanding common stock warrants 9,030,730 4,430,730 |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 12. Income Tax Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. As of September 30, 2019, $0.9 million of the deferred tax asset arising from the generation of 2018 net operating losses has been utilized to offset a portion of the previously recorded deferred tax liability associated with indefinite lived in-process R&D costs. Specifically, the prior & current year net operating losses gave rise to an indefinite-lived deferred tax asset which provided sufficient support to offset a portion of the Company’s indefinite-lived deferred tax liability In accordance with FASB ASC 740, Accounting for Income Taxes, the Company reflects in the accompanying consolidated financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered ‘more-likely-than-not’ that the position taken will be sustained by a taxing authority. As of September 30, 2019, and December 31, 2018, the Company had no unrecognized income tax benefits and correspondingly there is no impact on the Company’s effective income tax rate associated with these items. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense. As of September 30, 2019, and December 31, 2018, the Company had no such accruals. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 13. Leases As described in Note 1, effective January 1, 2019, the Company adopted ASC 842 using the optional transition method, applying no practical expedients. In accordance with the optional transition method, the Company did not recast the prior period consolidated financial statements. The lease term is the noncancelable period of the lease. There are no termination provisions or renewal periods reasonably certain of exercise or options controlled by the lessor. Finance leases, variable lease costs and short-term leases are not material to our consolidated financial statements. The Company leases office space under operating leases. Total lease costs, consisting of fixed operating lease costs, in the three and nine months ended September 30, 2019 amounted to $66,895 and $200,684, respectively. As of September 30, 2019, lease liabilities have been determined using a discount rate of approximately 8.6%. The rate implicit in the CompanyÂ’s leases is not readily determinable. Accordingly, the Company uses its estimated incremental borrowing rate, which represents the rate of interest that it would pay to borrow on a collateralized basis over a similar term. As of September 30, 2019, the weighted-average remaining life of the CompanyÂ’s leases is approximately 3.4 years. Operating cash flows in the three and nine months ended September 30, 2019 include $69,138 and $205,401, respectively, of payments for amounts included in the measurement of operating lease liabilities. Maturities of operating lease liabilities as of September 30, 2019 were as follows: Year ending December 31: October 1 through December 31, 2019 $ 28,358 2020 115,580 2021 118,158 2022 120,737 2023 20,195 Total lease payments 403,028 Less: imputed interest (52,738 ) Present value of operating lease liabilities $ 350,290 In April 2019, the Company entered into a 96-month lease for office and laboratory space that commenced upon the expiration of an existing lease in October 2019. Scheduled lease payments under the new lease total approximately $1.8 million. As of September 30, 2019, the Company had not taken control of the space and the lease term had not commenced. Accordingly, no right of use asset or lease liability related to the lease has been recorded as of this date. The Company expects to incur approximately $500,000 of the cost of improvements at commencement of the lease. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary for the fair statement of the results for the interim periods presented. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2019. The consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018 are unaudited. The balance sheet as of December 31, 2018 is derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 28, 2019 and Amendment No. 1 thereto filed with the SEC on April 24, 2019 (the “2018 Annual Report”). The consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018 include the accounts of Heat Biologics, Inc. (“the Company”), and its subsidiaries, Pelican Therapeutics, Inc. (“Pelican”), 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., Zolovax, Inc., Delphi Therapeutics, Inc. and 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. Heat accounts for its less than 100% interest 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” on its consolidated statements of operations and comprehensive loss. At September 30, 2019 and December 31, 2018, Heat held an 85% controlling interest in Pelican and a 100% interest in Heat I. During the nine months ended September 30, 2018, Heat held an 80% controlling interest in Pelican and a 92.5% controlling interest in Heat I. For the nine months ended September 30, 2018 the Company recognized $223,487 in net loss non-controlling interest for Heat I and $444,732 in net loss non-controlling interest for Pelican. For the nine months ended September 30, 2019 all net losses attributable to non-controlling interests relate to Pelican. All share numbers in the consolidated financial statements and footnotes below have been adjusted for the Company’s one-for-ten reverse stock split effective January 19, 2018. |
Liquidity and Capital Resources | Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit in excess of $100 million as of September 30, 2019, a net loss for the three months ended September 30, 2019 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 grant provided by the Cancer Prevention and Research Institute of Texas or CPRIT. 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. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern for one year after the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. 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 the B. Riley FBR, Inc. At Market Issuance Sales Agreement, if available, debt financings, partnerships, collaborations and other funding transactions. This is based on the CompanyÂ’s current estimates, and the Company could use its available capital resources sooner than it currently expects. The Company continually evaluates various cost-saving measures considering its cash requirements in order to focus resources on its product candidates and ranks its development programs based upon progress in clinical development, among other things. These rankings could result in a reduction, delay, or elimination of certain of its research and development programs and are subject to change based upon future events. The Company will need to generate significant revenues to achieve profitability, and it may never do so. |
Cash Equivalents and Restricted Cash | 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. |
Short-term Investments | Short-term Investments The CompanyÂ’s short-term investments are equity securities and are carried at their fair value based on quoted market prices. Realized and unrealized gains and losses on equity securities are included in net earnings in the period earned or incurred. |
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 patient's T-cell mediated immune system against cancer. |
Business Combinations | Business Combinations The Company accounts 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. ManagementÂ’s estimates of fair value are based upon assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development The Company classifies 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. The Company determines the useful lives of definite-lived intangible assets after considering specific facts and circumstances related to each intangible asset. Factors the Company considers 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, 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. Pursuant to ASU 2017-04, the Company must record a goodwill impairment charge if a reporting unit's carrying value exceeds its fair value. See note 7 regarding impairment at September 30, 2019. 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 the Company acquires, 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 the Company becomes 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, the Company 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. |
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 reassesses 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. |
Research and Development | Research and Development Research and development includes 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 CompanyÂ’s product candidates and other expenses relating to the design, development, and testing and enhancement of its product candidates. |
Revenue Recognition | Revenue Recognition The Company earns substantially all its revenue from a research grant from CPRIT. The CompanyÂ’s contract with CPRIT relates to 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. CPRIT advances grant funds upon request by the Company consistent with the agreed upon amounts and schedules as provided in the contract. Funds received are reflected in deferred revenue as a liability until revenue is earned. Grant revenue is earned and recognized when qualifying costs are incurred. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The CompanyÂ’s prepaid expenses and other current assets consist primarily of the amount paid in advance for cGMP production of PelicanÂ’s PTX-35 antibody and PTX-15 fusion protein, insurance and the CompanyÂ’s contribution to tenant improvements. |
Income Taxes | Income Taxes 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. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these interim financial statements are disclosed in the 2018 Annual Report and have not changed significantly since such filing. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Financial Instruments | The fair value of financial instruments measured on a recurring basis is as follows: As of September 30, 2019 Description Total Level 1 Level 2 Level 3 Assets: Short-term investments $ 5,683,446 $ 5,683,446 — — Liabilities: Contingent consideration $ 3,833,515 — — $ 3,833,515 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 |
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 nine months ended September 30, 2019: Contingent Consideration Balance at December 31, 2018 $ 3,105,225 Change in fair value 728,290 Balance at September 30, 2019 $ 3,833,515 |
Schedule of Inputs and Valuation Methodologies Used for Fair Value of Contingent Consideration | The following table presents quantitative information about the inputs and valuation methodologies used for the CompanyÂ’s fair value measurements of contingent consideration classified as Level 3 as of September 30, 2019: Valuation Significant Weighted Average Contingent Consideration Probability weighted Milestone dates 2020-2026 Discount rate 3.9% Probability of occurrence 23% to 86% |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Short-term Investments [Abstract] | |
Schedule of Short-Term Investments | The following summarizes information about short term investments at September 30, 2019 and December 31, 2018, respectively: Amortized Gross Estimated September 30, 2019 Mutual fund $ 5,677,989 $ 5,457 $ 5,683,446 December 31, 2018 Mutual fund $ 5,570,158 $ (131 ) $ 5,570,027 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at: September 30, 2019 December 31, Prepaid lease costs $ 257,916 $ — Prepaid manufacturing expense 134,500 559,110 Prepaid insurance 92,972 284,931 Prepaid clinical study expenses 172,075 — Other prepaid expenses and current assets 77,325 117,276 $ 734,788 $ 961,317 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at: September 30, 2019 December 31, Lab equipment $ 1,290,677 $ 1,218,532 Leasehold improvements 9,445 9,445 Computers 49,603 38,589 Furniture and fixtures 118,305 58,146 Total 1,468,030 1,324,712 Accumulated depreciation (858,114 ) (681,566 ) Property and equipment, net $ 609,916 $ 643,146 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Payables | Accrued expenses and other liabilities consist of the following: September 30, December 31, Compensation and related benefits $ 130,920 $ 628,147 Other accrued operating expenses 1,150,991 1,049,904 $ 1,281,911 $ 1,678,051 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Schedule of Stock Option Activity | The following is a summary of the stock option activity for the nine months ended September 30, 2019: Shares Weighted Average Exercise Price Outstanding, December 31, 2018 465,303 $ 11.60 Granted 2,920,021 1.03 Exercised (2,000 ) 1.06 Expired (16,821 ) 4.43 Forfeited (203,149 ) 1.46 Outstanding, September 30, 2019 3,163,354 $ 2.54 |
Schedule of Stock Option Valuation Assumptions | The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for stock options granted during the three months ended September 30, 2019: Dividend yield 0.0 % Expected volatility 132.0 % Risk-free interest rate 2.5 % Expected lives (years) 5.5 |
Schedule of Options Outstanding, Vested and Exercisable | The following table summarizes information about stock options outstanding at September 30, 2019: Options Outstanding Options Vested and Exercisable Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 3,163,354 8.9 $2.54 1,346,174 8.4 $4.18 |
Schedule of Restricted Stock Unit Activity | The following is a summary of restricted stock and restricted stock unit activity for the nine months ended September 30, 2019: Shares Unvested, December 31, 2018 56,520 Granted 1,579,179 Vested (747,805 ) Forfeited (49,465 ) Unvested, September 30, 2019 838,429 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share in the three and nine months ended September 30 due to their anti-dilutive effect: 2019 2018 Outstanding stock options 3,163,354 465,406 Restricted stock subject to forfeiture and restricted stock units 838,429 61,144 Outstanding common stock warrants 9,030,730 4,430,730 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Liabilities Maturities | Maturities of operating lease liabilities as of September 30, 2019 were as follows: Year ending December 31: October 1 through December 31, 2019 $ 28,358 2020 115,580 2021 118,158 2022 120,737 2023 20,195 Total lease payments 403,028 Less: imputed interest (52,738 ) Present value of operating lease liabilities $ 350,290 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | |
Noncontrolling Interest [Line Items] | ||||||
Accumulated deficit | $ 101,261,124 | $ 101,261,124 | $ 84,580,180 | |||
Net loss non-controlling interest | (136,315) | $ (265,024) | (413,955) | $ (668,219) | ||
Operating lease right-of-use assets | 520,399 | 520,399 | ||||
Operating lease liabilities | $ 528,253 | $ 528,253 | ||||
Pelican Therapeutics, Inc. [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Percentage of voting interests acquired in acquisition | 85.00% | 80.00% | 85.00% | 80.00% | 85.00% | |
Heat I [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Percentage of voting interests acquired in acquisition | 92.50% | 92.50% | 100.00% | |||
Net loss non-controlling interest | $ 223,487 | |||||
Pelican [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Net loss non-controlling interest | $ 444,732 |
Acquisition of Pelican Therap_2
Acquisition of Pelican Therapeutics (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2018 | Sep. 30, 2019 | Oct. 31, 2018 | Sep. 30, 2018 | |
Pelican Therapeutics, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired in acquisition | 85.00% | 85.00% | 80.00% | ||
Cash consideration | $ 200,000 | ||||
Percentage of probability-weighted | 3.90% | ||||
Percentage of non-controlling interest acquired | 20.00% | ||||
Amount awarded from CPRIT grant | $ 15,200,000 | ||||
Pelican Therapeutics, Inc. [Member] | Stockholders [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 300,000 | ||||
Heat Biologics I, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired in acquisition | 80.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Goodwill gross | $ 2,200,000 | |
Goodwill | 1,452,338 | $ 2,189,338 |
Impairment loss | $ 737,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Schedule of Fair Value Financial Instruments) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Short-term investments | $ 5,683,446 | $ 5,570,027 |
Liabilities: | ||
Contingent consideration | 3,833,515 | 3,105,225 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Short-term investments | 5,683,446 | 5,750,027 |
Liabilities: | ||
Contingent consideration | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Short-term investments | ||
Liabilities: | ||
Contingent consideration | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Short-term investments | ||
Liabilities: | ||
Contingent consideration | $ 3,833,515 | $ 3,105,225 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Schedule of Fair Value Measurements) (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2018 | $ 3,105,225 |
Change in fair value | 728,290 |
Balance at September 30, 2019 | $ 3,833,515 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Schedule of Inputs and Valuation Methodologies Used) (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Valuation Methodology | Probability weighted income approach |
Significant unobservable input - milestone dates | 2020 - 2026 |
Discount rate | 3.90% |
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) - Mutual Fund [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Estimated Fair Value | $ 5,683,446 | $ 5,570,027 |
Gross Unrealized Gains | 5,457 | |
Gross Unrealized Losses | (131) | |
Amortized Cost | $ 5,677,989 | $ 5,570,158 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid lease costs | $ 257,916 | |
Prepaid manufacturing expense | 134,500 | 559,110 |
Prepaid insurance | 92,972 | 284,931 |
Prepaid clinical study expenses | 172,075 | |
Other prepaid expenses and current assets | 77,325 | 117,276 |
Prepaid expenses and other current assets | $ 734,788 | $ 961,317 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total | $ 1,468,030 | $ 1,468,030 | $ 1,324,712 | ||
Accumulated depreciation | (858,114) | (858,114) | (681,566) | ||
Property and equipment, net | 609,916 | 609,916 | 643,146 | ||
Depreciation expense | 54,826 | $ 62,827 | 176,548 | $ 171,235 | |
Lab equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 1,290,677 | 1,290,677 | 1,218,532 | ||
Leasehold improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 9,445 | 9,445 | 9,445 | ||
Computers [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 49,603 | 49,603 | 38,589 | ||
Furniture and fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 118,305 | $ 118,305 | $ 58,146 | ||
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 |
Goodwill and In-Process R&D (De
Goodwill and In-Process R&D (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,452,338 | $ 2,189,338 |
Goodwill gross | 2,200,000 | |
Impairment loss | 737,000 | |
Pelican Therapeutics, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | 2,200,000 | |
In-process R&D | $ 5,900,000 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses and Other Liabilities) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Compensation and related benefits | $ 130,920 | $ 628,147 |
Other accrued operating expenses | 1,150,991 | 1,049,904 |
Accrued expenses | $ 1,281,911 | $ 1,678,051 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - $ / shares | Jul. 23, 2019 | Sep. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant-date fair value of stock options granted | $ 0.91 | |
Expected dividend yield | 0.00% | |
Common stock warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding warrants to purchase | 9,030,730 | |
Weighted-average exercise price | $ 1.89 | |
Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares remaining available for grant under plans | 4,021,160 | |
Increase in the additional number of shares available for grant | 4,000,000 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Shares | |
Outstanding, December 31, 2018 | shares | 465,303 |
Granted | shares | 2,920,021 |
Exercised | shares | (2,000) |
Expired | shares | (16,821) |
Forfeited | shares | (203,149) |
Outstanding, September 30, 2019 | shares | 3,163,354 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2018 | $ / shares | $ 11.60 |
Granted | $ / shares | 1.03 |
Exercised | $ / shares | 1.06 |
Expired | $ / shares | 4.43 |
Forfeited | $ / shares | 1.46 |
Outstanding, September 30, 2019 | $ / shares | $ 2.54 |
Stockholders' Equity (Schedul_2
Stockholders' Equity (Schedule of Stock Option Valuation Assumptions) (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Dividend yield | 0.00% |
Expected volatility | 132.00% |
Risk-free interest rate | 2.50% |
Expected lives (years) | 5 years 6 months |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Outstandng Stock Options) (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Options Outstanding | |
Balance | shares | 3,163,354 |
Weighted Average Remaining Contractual Life (Years) | 8 years 10 months 25 days |
Weighted Average Exercise Price | $ / shares | $ 2.54 |
Options Vested and Exercisable | |
Balance | shares | 1,346,174 |
Weighted Average Remaining Contractual Life (Years) | 8 years 4 months 24 days |
Weighted Average Exercise Price | $ / shares | $ 4.18 |
Stockholders' Equity (Schedul_3
Stockholders' Equity (Schedule of Restricted Stock Unit Activity) (Details) | 9 Months Ended |
Sep. 30, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 2,920,021 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested, December 31, 2018 | 56,520 |
Granted | 1,579,179 |
Vested | (747,805) |
Forfeited | (49,465) |
Unvested, September 30, 2019 | 838,429 |
Grant Revenue (Details)
Grant Revenue (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2017 | May 31, 2017 | Jun. 30, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 6,439 | $ 1,840,009 | $ 1,049,988 | $ 3,735,713 | |||
Grant Revenue [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Amount awarded from CPRIT grant | 8,300,000 | ||||||
Pelican Therapeutics, Inc. [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Amount awarded from CPRIT grant | $ 15,200,000 | ||||||
Contract value | $ 7,600,000 | ||||||
Pelican Therapeutics, Inc. [Member] | Tranche I [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 1,800,000 | ||||||
Pelican Therapeutics, Inc. [Member] | Tranche II [Member] | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Revenue | $ 6,500,000 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Antidilutive Securities) (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 3,163,354 | 465,406 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 838,429 | 61,144 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 9,030,730 | 4,430,730 |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Unrecognized income tax benefits | ||
Income tax expense accrued | ||
Portion of deferred tax assets from net operating losses utilized to offset a portion of the previously recorded deferred tax liability associated with indefinite lived R&D in process costs | $ 900,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Leases [Abstract] | ||
Operating lease costs | $ 66,895 | $ 200,684 |
Lease liabilities weighted-average discount rate | 8.60% | 8.60% |
Lease weighted-average life | 3 years 4 months 24 days | 3 years 4 months 24 days |
Payments related to lease liabilities | $ 69,138 | $ 205,401 |
Lease Term | 96 months | 96 months |
Aggregate scheduled lease payments under new lease agreement | $ 1,800,000 | $ 1,800,000 |
Expected cost of improvements to be incurred | $ 500,000 | $ 500,000 |
Leases (Schedule of Operating L
Leases (Schedule of Operating Lease Liabilities Maturities) (Details) | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
October 1 through December 31, 2019 | $ 28,358 |
2020 | 115,580 |
2021 | 118,158 |
2022 | 120,737 |
2023 | 20,195 |
Total lease payments | 403,028 |
Less: imputed interest | (52,738) |
Present value of operating lease liabilities | $ 350,290 |