HTBX Heat Biologics Inc

HEAT BIOLOGICS, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered to Section 12(b) of the Act:

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”).

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.

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.

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