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 June 29, 2017, Heat Biologics, Inc. (the Company) approved an
amendment, to its Employment Agreement with Jeff T. Hutchins,
dated January 1, 2017 (the Hutchins Amendment) to provide for his
appointment as Chief Operating Officer of the Company in addition
to his prior appointment as the Chief Scientific Officer. The
Hutchins Amendment also increases Dr. Hutchins annual base salary
from $305,000 to $335,000. In addition, on June 29, 2017, the
Company approved an amendment, to its Employment Agreement with
Ann Rosar, initially effective as of April 5, 2016, as amended
effective January 1, 2017 (the Rosar Amendment) to increase Ms.
Rosars annual base salary from $200,000 to $225,000. Ms. Rosar
serves as the Companys Vice President of Finance, Controller and
Secretary.
The information contained in this Item 1.01 regarding the
Hutchins Amendment and the Rosar Amendment is qualified in its
entirety by the copy of each of these agreements attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Item3.03 Material Modification to Rights
of Security Holders.
To the extent required by Item3.03 of Form 8-K, the information
regarding the Reverse Stock Split (as defined herein) contained
in Item5.03 of this Current Report on Form 8-K is incorporated by
reference herein.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of the Company, as further described in Item 5.07
of this Current Report on Form 8-K, the stockholders of the
Company approved the Companys 2017 Stock Incentive Plan. A
description of the 2017 Stock Incentive Plan is set forth in the
Companys definitive proxy statement on Schedule 14A, dated May
11, 2017, for the Annual Meeting (the Proxy Statement) in the
section entitled Proposal 6Approval of our 2017 Stock Incentive
Plan, which is incorporated herein by reference. The description
is qualified in its entirety by reference to the full text of the
2017 Stock Incentive Plan, a copy of which is included as an
exhibit hereto and attached to the Proxy Statement as Appendix B.
See Item 1.01 for a description of the Hutchins Amendment and the
Rosar Amendment. Dr. Hutchins and Ms. Rosar were also issued
options to purchase 100,000 and 25,000 shares of the Companys
common stock, respectively, vesting pro rata on a monthly basis
over a four- year period. The information set forth in Item 1.01
is hereby incorporated by reference into this Item 5.02.
Item5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On June 29, 2017, at the Annual Meeting of Stockholders, the
stockholders of the Company approved an amendment to the Companys
Third Amended and Restated Certificate of Incorporation, as
amended, to implement a Reverse Stock Split of the Companys
Common Stock with the ratio to be determined by the Board of
Directors (the Board) of the Company, within a range of one (1)
share of Common Stock for every two (2) to ten (10) shares of
Common Stock. If the Board of Directors continues to believe that
a Reverse Stock Split is in the best interests of the Company and
its stockholders, the Board will determine the ratio, within the
range approved by the Companys stockholders, of the Reverse Stock
Split and implement such Reverse Stock Split by filing a
Certificate of Amendment to the Companys Third Amended and
Restated Certificate of Incorporation (the Certificate of
Amendment for Reverse Split) with the Secretary of State of the
State of Delaware (the Reverse Stock Split). The Reverse Stock
Split, if any, will become effective after the filing of the
Certificate of Amendment for Reverse Split on the effective date
set forth in the Certificate of Amendment for Reverse Split.
Beginning on the effective date of the Reverse Stock Split, each
certificate representing pre-split shares will be deemed for all
corporate purposes to evidence ownership of post-split shares.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On June 29, 2017, at the Annual Meeting of Stockholders, the
Companys stockholders voted on the following five (5) proposals
and cast their votes as described below. These matters are
described in detail in the Definitive Proxy Statement, which was
filed with the Securities and Exchange Commission on May 11,
2017.
To allow additional time for stockholders to vote on Proposal 4
(Increase in Authorized Shares of Common Stock), the
Company adjourned the meeting with respect to such proposal until
9 a.m. (Eastern Time) on July 13, 2017. This Current Report on
Form 8-K will be amended to report the results of Proposal 4 once
the final results are received by the Company. The final results
for Proposals 1, 2, 3, 5 and 6 as set forth in the Definitive
Proxy Statement are as follows:
Proposal 1 Election of Directors
The following four (4) individuals were elected as directors, to
serve until the 2017 Annual Meeting of Stockholders and until
their respective successors have been duly elected and qualified
with the following votes:
|
Name of Director |
|
VotesFor |
|
Withheld |
|
BrokerNon-Votes |
|
|
1. Jeffrey Wolf |
9,269,636 |
1,244,814 |
12,969,781 |
||||
|
2. John Monahan, Ph.D. |
9,333,672 |
1,180,778 |
12,969,781 |
||||
|
3. Edward B. Smith, III |
9,323,627 |
1,190,823 |
12,969,781 |
||||
|
4. John Prendergast, Ph.D. |
9,425,699 |
1,088,751 |
12,969,781 |
Proposal 2 Ratification of Appointment of Independent
Registered Public Accounting Firm
The stockholders ratified and approved the appointment of BDO
USA, LLP as the Companys independent registered public accounting
firm for the year ending December 31, 2017 based on the votes
listed below:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
21,679,968 |
720,030 |
1,084,233 |
|
Proposal 3 Reverse Stock Split
As further described above in Item 5.03 of this Current Report on
Form 8-K, the Companys stockholders approved an amendment to the
Companys Third Amended and Restated Certificate of Incorporation
to effect the Reverse Stock Split. The Board of Directors has the
discretion as to whether or not the Reverse Stock Split will be
effected and the exact ratio within the range approved by the
Companys stockholders. The results of the voting were as follows:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
18,043,042 |
5,178,915 |
262,274 |
|
Proposal 5 Adjournment of the Special Meeting
Stockholders voted to approve the authorization to adjourn the
Annual Meeting in the event that there were not sufficient votes
in favor of the Increase in Authorized Shares of Common Stock or
the Reverse Stock Split. The results of the voting were as
follows:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
18,788,430 |
4,236,404 |
459,397 |
|
Proposal 6 Approval of our 2017 Stock Incentive Plan.
As further described above in Item 5.02 of this Current Report on
Form 8-K, the stockholders approved and adopted the Companys 2017
Stock Incentive Plan, which would allow the Company to grant up
to 5,000,000 awards under the 2017 Stock Incentive Plan, based on
the votes listed below:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
8,093,949 |
2,252,555 |
167,946 |
12,969,781 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
|
10.1 |
Amendment to Employment Agreement with Jeff T. Hutchins |
|
|
10.2 |
Amendment to Employment Agreement with Ann Rosar dated as |
|
|
10.3 |
2017 Stock Incentive Plan (incorporated by reference to |
HEAT BIOLOGICS, INC. ExhibitEX-10.1 2 htbx_ex10z1.htm AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment,…To view the full exhibit click here 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.