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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): May 3, 2022

 

NightHawk Biosciences, 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)

 

Heat Biologics, Inc.

(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 NHWK NYSE American LLC
Common Stock Purchase Rights None 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 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective May 3, 2022, Heat Biologics, Inc., a Delaware corporation (the “Company”), changed its name to NightHawk Biosciences, Inc. (the “Name Change”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Company (the “Board”) approved the Name Change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the Name Change or the Certificate of Amendment.

In addition, effective May 3, 2022, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws contain no other changes. In accordance with the DGCL and the Bylaws, the Board approved the Second Amended and Restated Bylaws, and stockholder approval was not required for such amendment.

 

The foregoing descriptions are only a summary of the Certificate of Amendment and the Second Amended and Restated Bylaws, and are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Second Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 7.01.   Regulation FD Disclosure.

 

On May 3, 2022, the Company issued a press release announcing the Name Change and the Symbol Change (as defined below). A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01.   Other Events.

 

In connection with the Name Change, the Company’s common stock, par value $0.0002 per share (the “Common Stock”), will begin trading on the NYSE American LLC under the new ticker symbol “NHWK,” effective as of the opening of trading hours on May 3, 2022 (the “Symbol Change”). The CUSIP number of the Common Stock will remain the same.

 

The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Common Stock will continue to be traded on the NYSE American LLC. Following the Name Change, the stock certificates of the Common Stock, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

 

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
3.1   Certificate of Amendment to Third Amended and Restated Certificate of Incorporation
3.2   Second Amended and Restated Bylaws
99.1   Press release of NightHawk Biosciences, Inc. dated May 3, 2022
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:  May 3, 2022 HEAT BIOLOGICS, INC.
   
     
  By: /s/ Jeffrey Wolf
  Name: Jeffrey Wolf
  Title: Chairman, President and
Chief Executive Officer

 

 

 

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