Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 28, 2018, the Board of Directors (the “Board’) of Heat Biologics, Inc. (the “Company”) awarded the executive officers of the Company (Jeffrey Wolf, Chief Executive Officer, Ann Rosar, Vice President of Finance, and Dr. Jeff Hutchins, Chief Scientific Officer and Chief Operating Officer) annual cash performance bonuses for 2018 to the terms of their respective employment agreements with the Company. In addition, on January 1, 2019, the Board granted the following awards to the executive officers: (i) Mr. Wolf a one-time supplemental cash bonus equal to $208,576, as well as 800,000 shares of restricted stock and an option to purchase 800,000 shares of the Company’s common stock; (ii) Ms. Rosar a one-time cash supplemental bonus equal to $65,000, as well as 89,430 shares of restricted stock and an option to purchase 110,570 shares of the Company’s common stock and (iii) Dr. Hutchins a one-time supplemental cash bonus equal to $100,500, as well as 143,140 shares of restricted stock and an option to purchase 356,860 shares of the Company’s common stock. The shares of restricted stock and the shares underlying the option awards each vest as follows: 50% vest immediately, 30% vest on the one-year anniversary of the date of grant, 10% vest on the two-year anniversary of the date of grant and 10% vest on the three-year anniversary of the date of grant, subject to the officer’s continuous service to the Company on each applicable vesting date. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $1.06 per share.
In addition, on December 28, 2018, the Company approved an amendment, effective January 1, 2019, to its employment agreement with Dr. Hutchins to increase his cash performance bonus target from 25% of his base salary to 30% of his base salary. A copy of the amendment to Dr. Hutchins’ employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On January 1, 2019, the Board also awarded the following equity compensation to the non-executive members of the Board and its Committees: John K.A. Prendergast, Ph.D., the lead independent director, was awarded 300,000 shares of restricted common stock; John Monahan, Ph.D., was awarded an option to purchase 150,000 shares of common stock, and Edward B. Smith, III was awarded an option to purchase 150,000 shares of common stock. Each option issued to a non-executive member of the Board is exercisable for a period of ten years from the grant date and has an exercise price of $1.06 per share. The shares of restricted stock and the shares underlying the option awards vest as follows: 50% vest immediately, 30% vest on the one-year anniversary of the date of grant, 10% vest on the two-year anniversary of the date of grant and 10% vest on the three-year anniversary of the date of grant, subject to the director’s continuous service as a member of the Board on each applicable vesting date. The annual cash compensation for directors is to remain the same as it was for the prior year as disclosed in the Company’s 2018 proxy statement.
A copy of the Company’s form of restricted stock agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
HEAT BIOLOGICS, INC. Exhibit
EX-10.1 2 htbx_ex10z1.htm AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this Amendment) effective as of the 1st day of January,…
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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.