Current Report Filing (8-k)
May 03 2022 - 7:15AM
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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:
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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:
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. |
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By: |
/s/ Jeffrey Wolf |
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Name: |
Jeffrey Wolf |
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Title: |
Chairman, President and
Chief Executive Officer |
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