Amended Securities Registration (section 12(b)) (8-a12b/a)
March 11 2022 - 06:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEAT BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
26-2844103 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
|
627 Davis Drive, Suite 400
Morrisville, North Carolina 27560
(919) 240-7133
|
(Address
of principal executive offices) (Zip Code) |
Securities to be registered to Section 12(b) of the Act:
Title
of each class
to be so registered: |
|
Name
of each exchange on which
each class is to be registered: |
|
|
|
Common
Stock, par value $0.0002 per share |
|
NYSE
American LLC |
|
|
|
Common
Stock Purchase Rights |
|
NYSE
American LLC |
If this
form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c) or (e), check the following box.
☒
If this
form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) or (e), check the following box.
☐
If this
form relates to the registration of a class of securities
concurrently with Regulation A offering, check the following
box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: Not
Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
EXPLANATORY NOTE
This Form 8-A/A (Amendment
No. 1) is being filed to update the description of the common share
purchase rights (the “Rights”) of Heat Biologics, Inc., a Delaware
corporation (the “Company”), which Rights were previously
registered under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), pursuant to the Company’s Form 8-A filed with
the Securities and Exchange Commission on February 4, 2022 (the
“Original Form 8-A”).
Item
1. |
Description
of Registrant’s Securities to Be Registered. |
This description amends the Original Form 8-A relating to the
Rights issued pursuant 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, Amendment No. 3 thereto (“Amendment No. 3”)
dated March 8, 2021 and Amendment No. 4 thereto (“Amendment No. 4”)
dated March 11, 2022 (the “Rights Agreement”) by and between the
Company and Continental Stock Transfer & Trust Company, as
rights agent.
Under the terms of Amendment No. 4 to the Rights Agreement, 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.
The Rights and the Rights Agreement are described in the Original
Form 8-A, and such description, as amended hereby, is incorporated
by reference herein. In addition, a copy of the Rights
Agreement between the Company and the Rights Agent specifying the
terms of the Rights, which includes as Exhibit A the form of Right
Certificate and as Exhibit B the form of the Summary of Rights to
Purchase Common Stock, is included in the Original Form 8-A filed
as Exhibit 4.1 to this Form 8-A/A and is incorporated by reference
herein. Amendment No. 1 to the Rights Agreement is filed as Exhibit
4.2 to this Form 8-A/A, Amendment No. 2 to the Rights Agreement is
filed as Exhibit 4.3 to this Form 8-A/A, Amendment No. 3 to the
Rights Agreement is filed as Exhibit 4.4 to this Form 8-A/A and
Amendment No. 4 to the Rights Agreement is filed as Exhibit 4.5 to
this Form 8-A/A, and each Amendment is incorporated by reference
herein. The foregoing description of the Rights and the Rights
Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibits.
Item 2. Exhibits.
Exhibit
Number
|
|
Description |
4.1 |
|
Rights Agreement, dated as of March
11, 2018, between Heat Biologics, Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent, together with the
following exhibits thereto: Exhibit A - Form of Right Certificate;
Exhibit B - Summary of Rights to Purchase Shares of Common Stock of
Heat Biologics, Inc. (incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K filed by Heat Biologics, Inc. 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 (incorporated by
reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 11, 2022 (File No.
001-35994)) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
|
HEAT
BIOLOGICS, INC. |
|
|
|
|
Date:
March 11, 2022 |
By: |
|
/s/
Jeffrey Wolf |
|
|
|
Name:
Jeffrey Wolf |
|
|
|
Title: Chairman, President and
Chief Executive Officer
|
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