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

Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.   Entry Into A Material Definitive Agreement.

On March 10, 2020,Heat Biologics, Inc. (the “Company”) entered into Amendment No. 2 dated March 10, 2020 (“Amendment No. 2”) to the Rights Agreement dated March 11, 2018, as amended by Amendment No. 1 thereto (“Amendment No. 1”) dated March 8, 2019 (the “ Rights Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. Under the terms of Amendment No. 2, the expiration date of the Company’s stockholder rights plan has been extended to March 11, 2021, or such earlier date that the Company redeems or exchanges the rights as described in the Rights Agreement.

A copy of Amendment No. 2 is included as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.   A copy of the Rights Agreement as originally executed is included as Exhibit 4.1 to this Current Report on Form 8-K and Amendment No. 1 is included as Exhibit 4.2 to this Current Report on Form 8-K and such agreements are incorporated herein by reference. The foregoing summary of Amendment No. 2 and the Rights Agreement are qualified in their entirety by reference to Exhibits 4.1, 4.2 and 4.3.

Item 3.03.   Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporatedinto this Item 3.03 by reference.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2020, the Board of Directors (the “Board”) of the Company granted two executive officers of the Company, Dr. Jeff Hutchins, Chief Scientific Officer and Chief Operating Officer of the Company, and William Ostrander, Vice President of Finance of the Company, the following equity-based awards: (i) Dr. Hutchins was awarded a stock option to purchase 500,000 shares of the Company’s common stock, and (ii) Mr. Ostrander was awarded a stock option to purchase 150,000 shares of the Company’s common stock. The stock option awards vest pro rata on a monthly basis over 48 months commencing on April 1, 2020, 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 $0.60 per share.

Item 9.01.   Financial Statements and Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:


About Heat Biologics, Inc. (NASDAQ:HTBX)

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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.

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