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Prospectus Supplement No. 11 | Filed Pursuant to Rule 424(b)(3) |
(To Prospectus dated March 18, 2016) | Registration No. 333-209079 |
| Registration No. 333-210270 |
HEAT BIOLOGICS, INC.
9,100,000 Shares of Common Stock
Warrants to Purchase Up to 6,825,000 Shares of Common Stock
![[htbx_424b002.gif]](htbx_424b002.gif)
This prospectus supplement amends and supplements our prospectus, dated March 18, 2016 (the “Prospectus”), relating to the offering of 9,100,000 shares of common stock of Heat Biologics, Inc. and warrants to purchase 6,825,000 shares of our common stock that were issued in our public offering that closed on March 23, 2016. Each warrant has an exercise price of $1.00 per share, is immediately exercisable and expires on the fifth anniversary of the original issuance date.
Our common stock is listed on the NASDAQ Capital Market under the symbol “HTBX.” On August 17, 2016, the last reported sale price of our common stock on the NASDAQ Capital Market was $1.57 per share. There is no established trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the warrants will be limited.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” in the Prospectus.
This prospectus supplement is being filed to include the information set forth in our Current Report on Form 8-K filed on August 18, 2016, which is set forth below.
This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of the Prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 11 is August 18, 2016.
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)
001-35994 | 26-2844103 |
(Commission File Number) | (IRS Employer Identification No.) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
Dated: August 18, 2016 | HEAT BIOLOGICS, INC. | |
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| By: | /s/ Jeffrey Wolf |
| Name: | Jeffrey Wolf |
| Title: | Chairman, President and Chief Executive Officer |