HTBX Heat Biologics Inc

CUSIP No. 42237K 102                                              13D                                              Page 2 of 9 Pages

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This filing of Amendment No. 4 to Schedule 13D is being made as a result of Mr. Wolf’s receipt of 900,000 and 1,980,000 shares of restricted common stock as compensation pursuant to the Company’s equity incentive plan on December 30, 2019 and January 2, 2020, respectively. Based on 37,345,652 shares of common stock, par value $0.0002 per share (the “Common Shares”), of Heat Biologics, Inc., a Delaware corporation (the “Company”), outstanding as of January 3, 2020. Mr. Wolf held: (i) 3,748,383 Common Shares directly; and (ii) options and restricted stock units to purchase an aggregate of 729,400 shares that are vested and currently exercisable or exercisable within 60 days of the date hereof and are included in the beneficial ownership of Mr. Wolf. In addition, Orion Holdings V, LLC, a Delaware limited liability company (“Orion”), held 77,172 Common Shares and Seed-One Holdings VI, LLC, a Delaware limited liability company (“Seed-One”), held 71,619 Common Shares. Mr. Wolf serves as the managing member of both Orion and Seed-One. Mr. Wolf is deemed to beneficially own the shares held by such entities as in his role as the managing member he has the control over the voting and disposition of any shares held by these entities.

CUSIP No. 42237K 102                                              13D                                              Page 3 of 9 Pages

These Common Shares do not include 26,468 Common Shares beneficially owned by Mr. Wolf’s children’s trust, of which Mr. Wolf is not the trustee. Mr. Wolf disclaims beneficial ownership of these shares except to the extent of any pecuniary interest (as defined in Rule 16a–1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”)) that he may have in such entities. In addition, if the Company is traded on a recognized national exchange or NASDAQ while Mr. Wolf is employed by the Company and the market capitalization of the Company is in excess of $250 million for at least five consecutive trading days, then Mr. Wolf will be entitled to receive an additional stock option equal to 2% of the then outstanding Common Shares, with an exercise price equal to the then current market price as determined in good faith by the board of directors of the Company. Mr. Wolf possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by him, Orion and Seed-One.  As a result of the foregoing, as of the filing date of this Amendment No. 4, Mr. Wolf is deemed to beneficially own an aggregate of 4,601,618 Common Shares, or 12.06% of the outstanding Common Shares.

CUSIP No. 42237K 102                                              13D                                              Page 4 of 9 Pages

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Based on 37,345,652 Common Shares outstanding as of January 3, 2020.  As of the filing date of this Amendment No. 4, Orion is deemed to beneficially own 77,172 Common Shares, or less than 1% of the outstanding Common Shares.

CUSIP No. 42237K 102                                              13D                                              Page 5 of 9 Pages

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Based on 37,345,652 Common Shares outstanding as of January 3, 2020.  As of the filing date of this Amendment No.4, Seed-One held 71,619 Common Shares.  Or less than 1%of the outstanding Common Shares.

CUSIP No. 42237K 102                                              13D                                              Page 6 of 9 Pages

Item 1.

Security and Issuer.

This Amendment No. 4 (this “Amendment No. 4”) amends the Schedule 13D, dated July 29, 2013 (the “Original 13D”), Amendment No. 1 to the Original 13D, dated February 9, 2017 (“Amendment No. 1”) and Amendment No. 2 to the Original 13D, dated March 7, 2017 (“Amendment No. 2”) and Amendment No. 3 to the Original 13D, dated April 27, 2017, each filed by Mr. Wolf, Orion, and Seed-One.  Mr. Wolf, Orion and Seed-One are collectively referred to as the “Reporting Persons”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2 or Amendment No. 3.

The class of equity securities to which this Amendment No. 4 relates is the common stock, par value $0.0002 per share (the “Common Shares”), of Heat Biologics, Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 627 Davis Drive, Morrisville, North Carolina 27560.

Item 2.

Identity and Background.

Item 2 is hereby amended and supplemented as follows:

Mr. Wolf is the managing member of Orion and Seed-One. The address of the principal business office of Mr. Wolf and each of Orion and Seed-One is c/o Heat Biologics, Inc., 627 Davis Drive Morrisville, North Carolina 27560. The present principal occupation of Mr. Wolf is President and Chief Executive Officer of the Company.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Wolf is a citizen of the United States of America. Orion and Seed-One are each a limited liability company organized under the laws of the State of Delaware.

Item 3.

Source or Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following:

As described more fully under Item 4 below, Mr. Wolf received 900,000 and 1,980,000 shares of restricted common stock as compensation on December 30, 2019 and January 2, 2020, respectively.

Previously, on January 1, 2019, Mr. Wolf received 800,000 shares of restricted stock as compensation.

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended and supplemented by adding the following:

This filing of Amendment No. 4 to Schedule 13D is being made as a result of Mr. Wolf’s receipt of 900,000 and 1,980,000 shares of restricted common stock as compensation pursuant to the Company’s equity incentive plan. on December 30, 2019 and January 2, 2020, respectively. Mr. Wolf is now the beneficial owner of more than 5% of the outstanding Common Shares of the Company. The shares of restricted stock 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 executive officer’s continuous service to the Company on each applicable vesting date. The restricted stock was issued pursuant to the terms of a restricted stock agreement that was entered into between the Company and Mr. Wolf, the form of which is incorporated by reference hereto and attached hereto as Exhibit 3. The restricted stock agreements, among other things, prohibit transfers of the restricted stock prior to the two year anniversary of the grant date other than by will, laws of descent and distribution and in the event of death. In addition, sales or transfers made after the two year anniversary of the grant date are subject to the right of  the Company to buy back the stock at any time that the holder desires to sell  the restricted stock at a price equal to the lower of the closing price per share and 32 times the closing price per share on the date of grant.

CUSIP No. 42237K 102                                              13D                                              Page 7 of 9 Pages

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

As of the date hereof, the aggregate number and percentage of Common Shares deemed beneficially owned by the Reporting Persons (based on 37,345,652 Common Shares outstanding as of January 3, 2020, including an aggregate of 2,880,000 restricted Common Shares issued as compensation to Mr. Wolf in December 2019 and January 2020) are as follows:

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Based on 37,345,652 Common Shares outstanding as of January 3, 2020. Does not include 26,468 Common Shares beneficially owned by Mr. Wolf’s children’s trust, of which Mr. Wolf is not the trustee. Mr. Wolf disclaims beneficial ownership of these shares except to the extent of any pecuniary interest (as defined in Rule 16a–1(a)(2) promulgated under the Act) that he may have in such entities. In addition, if the Company is traded on a recognized national exchange or NASDAQ while Mr. Wolf is employed by us and the market capitalization of the Company is in excess of $250 million for at least five consecutive trading days, then Mr. Wolf will be entitled to receive an additional stock option equal to 2% of the then outstanding Common Shares, at an exercise price equal to the then current market price as determined in good faith by the board of directors.

CUSIP No. 42237K 102                                              13D                                              Page 8 of 9 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following:

Except as otherwise set forth in Amendment No. 4 to this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the securities of the Company between the Reporting Persons and any other person or entity.

Item 7.

Material to be filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following:

CUSIP No. 42237K 102                                              13D                                              Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 3, 2020

Transactions by the Reporting Person During the Past Sixty Days

Exhibit 1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 2nd day of January 2020, among Jeffrey Wolf, Orion Holdings V, LLC, a Delaware limited liability company (“Orion”), and Seed-One Holdings VI, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Reporting Persons hereby agree and represent as follows:

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.