October 16, 2019

Jeffrey Wolf
Chief Executive Officer
Heat Biologics, Inc.
801 Capitola Drive
Durham, NC 27713

       Re: Heat Biologics, Inc.
           Registration Statement on Form S-1
           Filed on October 4, 2019
           File No. 333-234105

Dear Mr. Wolf:

        We have limited our review of your registration statement to those
issues we have
addressed in our comment. Please respond to this letter by amending your
registration statement
and providing the requested information. If you do not believe our comment
applies to your
facts and circumstances or do not believe an amendment is appropriate, please
tell us why in
your response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-1 filed October 4, 2019

Description of Our Securities, page 35

1.    We note that your forum selection provision identifies the Court of
Chancery of the State
      of Delaware as the exclusive forum for certain litigation, including any
"derivative
      action." Please disclose whether this provision applies to actions
arising under the
      Securities Act or the Exchange Act. In that regard, we note that Section
27 of the
      Exchange Act creates exclusive federal jurisdiction over all suites
brought to enforce any
      duty or liability created the the Exchange Act or the rules and
regulations thereunder, and
      Section 22 of the Securities Act creates concurrent jurisdiction for
federal ans state courts
      over all suites brought to enforce any duty or liability created by the
Securities Act or the
      rules and regulations thereunder. If the provision applies to Securities
Act claims, please
      revise your prospectus to state that there is uncertainty as to whether a
court would
      enforce such provision and investors cannot waive compliance with the
federal securities
      laws and the rules and regulations thereunder. If the provision does not
apply to actions
      arising under the Securities Act or Exchange Act, please also ensure that
the exclusive
 Jeffrey Wolf
Heat Biologics, Inc.
October 16, 2019
Page 2
       forum provision in the governing documents states this clearly, or tell
us how you will
       inform investors in future filings that the provision does not apply to
any actions arising
       under the Securities Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Irene
Paik, Attorney
Adviser, at 202-551-6553, with any questions.



                                                              Sincerely,
FirstName LastNameJeffrey Wolf
                                                              Division of
Corporation Finance
Comapany NameHeat Biologics, Inc.
                                                              Office of Life
Sciences
October 16, 2019 Page 2
cc:       Patrick Egan
FirstName LastName