Current Report Filing (8-k)
March 11 2022 - 06:29AM
Edgar (US Regulatory)
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2022-03-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (date of earliest event reported):
March 11, 2022
Heat Biologics, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
|
001-35994 |
26-2844103 |
|
(Commission File
Number) |
(IRS Employer Identification
No.) |
627 Davis Drive,
Suite 400
Morrisville,
North Carolina
27560
(Address of principal executive offices and zip code)
(919)
240-7133
(Registrant’s telephone number including area code)
N/A
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule
14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
|
Common Stock, $0.0002 par value per share |
HTBX |
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
|
Emerging growth company ¨ |
|
If an emerging growth company, indicate by checkmark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Item 1.01. Entry Into A Material Definitive
Agreement.
On March 11, 2022, Heat Biologics, Inc. (the “Company”)
entered into Amendment No. 4 dated March 11, 2022 (“Amendment No.
4”) to the Rights Agreement dated March 11, 2018, as amended by
Amendment No. 1 thereto (“Amendment No. 1”) dated March 8, 2019,
Amendment No. 2 thereto (“Amendment No. 2”) dated March 10, 2020
and Amendment No. 3 thereto (“Amendment No. 3”) dated March 8, 2021
(the “ Rights Agreement”) by and between the Company and
Continental Stock Transfer & Trust Company, as rights agent.
Under the terms of Amendment No. 4, the expiration date of
the Company’s stockholder rights plan has been extended to March
11, 2023, or such earlier date that the Company redeems or
exchanges the rights as described in the Rights Agreement.
A copy of Amendment No. 4 is attached as Exhibit 4.5 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,
Amendment No. 1 is included as Exhibit 4.2 to this Current Report
on Form 8-K, Amendment No. 2 is included as Exhibit 4.3 to this
Current Report on Form 8-K and Amendment No. 3 is included as
Exhibit 4.4 to this Current Report on Form 8-K and such agreements
are incorporated herein by reference. The foregoing summary of
Amendment No. 4 and the Rights Agreement are qualified in their
entirety by reference to Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5.
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 incorporated into this Item 3.03 by
reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
|
Exhibit Number |
|
Description |
| 4.1 |
|
Rights Agreement dated as of March
11, 2018 by and between Heat Biologics, Inc. and Continental Stock
Transfer & Trust Company, as rights agent (incorporated by
reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 12, 2018 (File No.
001-35994)) |
| 4.2 |
|
Amendment No. 1 to the Rights
Agreement dated as of March 8, 2019 to the Rights Agreement dated
March 11, 2018 by and between Heat Biologics, Inc. and Continental
Stock Transfer & Trust Company, as rights agent (incorporated
by reference to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on March 12, 2019 (File No.
001-35994)) |
| 4.3 |
|
Amendment No. 2 to the Rights
Agreement dated as of March 10, 2020 to the Rights Agreement dated
March 11, 2018, as amended by Amendment No. 1 thereto, dated as of
March 8, 2019, by and between Heat Biologics, Inc. and Continental
Stock Transfer & Trust Company, as rights agent (incorporated
by reference to the Registration Statement on Form 8-A/A filed with
the Securities and Exchange Commission on March 13, 2020 (File No.
001-35994)) |
| 4.4 |
|
Amendment No. 3 to the Rights
Agreement dated as of March 8, 2021 to the Rights Agreement dated
March 11, 2018, as amended by Amendment No. 1 thereto, dated as of
March 8, 2019, and Amendment No. 2 thereto, dated March 10, 2020,
by and between Heat Biologics, Inc. and Continental Stock Transfer
& Trust Company, as rights agent (incorporated by reference to
the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 12, 2021 (File No.
001-35994) |
| 4.5 |
|
Amendment No. 4 to the
Rights Agreement dated as of March 8, 2021 to the Rights Agreement
dated March 11, 2018, as amended by Amendment No. 1 thereto, dated
as of March 8, 2019, Amendment No. 2 thereto, dated March 10,
2020, and Amendment No. 3 thereto, dated March 11, 2022, by and
between Heat Biologics, Inc. and Continental Stock Transfer &
Trust Company, as rights agent |
| 104 |
|
Cover Page Interactive Data File
(the cover page XBRL tags are embedded within the inline XBRL
document) |
| |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Dated: March 11, 2022 |
HEAT BIOLOGICS, INC. |
| |
|
| |
|
|
| |
By: |
/s/ Jeffrey Wolf |
| |
Name: |
Jeffrey Wolf |
| |
Title: |
Chairman, President and
Chief Executive Officer |
Heat Biologics (NASDAQ:HTBX)
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