Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

Underwritten Offering

On March 23, 2017, Heat Biologics, Inc. (the Company or Heat)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Aegis Capital Corp. (Aegis), providing for the
offer and sale in a firm commitment underwritten public offering
(the Offering) of 5,000,000 shares of the Companys common stock,
par value $0.0002 per share (the Common Stock), at an offering
price of $0.80 per share. to the Underwriting Agreement, the
Company granted to the Aegis an option for a period of 45 days to
purchase up to 750,000 additional shares of Common Stock. The net
proceeds to the Company from the Offering are expected to be
approximately $3.5 million, after deducting underwriting
discounts and commissions and estimated Offering expenses payable
by the Company, assuming no exercise by Aegis of its option to
purchase additional shares of Common Stock. The Underwriting
Agreement contains customary representations, warranties, and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and Aegis, including
for liabilities under the Securities Act of 1933, as amended (the
Securities Act), other obligations of the parties and termination
provisions.

The shares of Common Stock will be issued in the Offering to the
Companys shelf registration statement on Form S-3 (File No.
333-199274), which was declared effective on October 23, 2014,
and the base prospectus included therein, as supplemented by the
preliminary prospectus supplement, dated March 23, 2017, which
was filed with the Securities and Exchange Commission (the
Commission) on March 23, 2017, and a prospectus supplement, dated
March 23, 2017, which was filed with the Commission on March 24,
2017. The Offering is expected to close on March 28, 2017,
contingent upon the satisfaction of customary closing conditions.

The foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by
reference. The provisions of the Underwriting Agreement,
including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to
such agreement and are not intended as a document for investors
and the public to obtain factual information about the current
state of affairs of the parties to that document. Rather,
investors and the public should look to other disclosures
contained in the Companys filings with the Commission.

Use of Proceeds

The Company currently intends to use the net proceeds from the
sale of shares of Common Stock in the Offering to continue to
fund its and its subsidiaries clinical and preclinical programs
and for working capital and general corporate purposes, as well
as to acquire, license or invest in complementary businesses,
technologies, product candidates or other intellectual property;
however, the Company has no current commitments or obligations to
do so.

Opinion of Counsel

A copy of the opinion of Gracin Marlow, LLP, New York, New York,
relating to the legality of the issuance and sale of the Companys
shares of Common Stock in the Offering is filed as Exhibit 5.1 to
this Current Report on Form 8-K.

Item 8.01.Other Events.

On March 22, 2017, the Company issued a press release announcing
the commencement of the Offering described above. On March 23,
2017, the Company issued a press release announcing the pricing
of the Offering described above. Copies of the press releases are
attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by
reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed with this Current Report.

About Heat Biologics, Inc. (NASDAQ:HTBX)

Heat Biologics, Inc. is a development-stage company focused on developing allogeneic, off-the-shelf cellular therapeutic vaccines to combat a range of cancers. The Company is an immuno-oncology company, which focuses on T cell-stimulating platform technologies, such as Immune Pan-Antigen Cytotoxic Therapy (ImPACT) and Combination Pan-Antigen Cytotoxic Therapy (ComPACT). Using its ImPACT platform technology, the Company has developed HS-410 (vesigenurtacel-L) as a product candidate to treat non-muscle invasive bladder cancer (NMIBC), and HS-110 (viagenpumatucel-L), which is intended for use in combination with an anti-PD-1 checkpoint inhibitor, as a potential treatment for patients with non-small cell lung cancer (NSCLC). Using its ComPACT platform technology, it has developed HS-120 as a potential treatment for NSCLC. It is conducting a Phase II trial of HS-410 in patients with NMIBC, and a Phase Ib trial of HS-110, in combination with nivolumab (Opdivo) to treat patients with NSCLC.

Heat Biologics, Inc. (NASDAQ:HTBX) Recent Trading Information

Heat Biologics, Inc. (NASDAQ:HTBX) closed its last trading session down -0.163 at 0.867 with 4,359,224 shares trading hands.