Item 1.
Item 2.
Item 3.
Item 4.
CUSIP No. 42237K 102 13D Page 6 of 9 Pages
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.
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.
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.
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. |
Thread abonnieren
