UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 16, 2016

Heat Biologics, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

801 Capitola Drive

Durham, NC  27713

(Address of principal executive offices and zip code)

(919) 240-7133

(Registrant’s telephone number including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Item 8.01 Other Events.

On August 16, 2016, Heat Biologics, Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing on Nasdaq, and that this matter is now closed.

On May 2, 2016, the Company was notified by Nasdaq that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Nasdaq Listing Rules.  Since then, Nasdaq has determined that for the 10 consecutive business days, from August 2 through 15, 2016, the closing bid price of the Company’s common stock has been at $1.00 per share or greater.

In the Company’s latest Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2016, the Company reported its stockholders’ equity at approximately $1.1 million as of June 30, 2016, which is approximately $1.4 million less than the $2.5 million minimum stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1).  However, subsequent to June 30, 2016 and through August 16, 2016, the Company has raised approximately an additional $2.0 million through the exercise of 2,016,377 warrants issued from the March 23, 2016 offering.  As such, the Company believes that it has regained compliance with the stockholders’ equity requirement as of the date of this report and no further actions are required.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of the Company’s next periodic report the Company does not evidence compliance, the Company may be subject to delisting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.