Heat Biologics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 7, 2022, NightHawk Biosciences, Inc. (the “Company”) entered into an amendment (the “Wolf Amendment”) to the Employment Agreement, dated as of January 4, 2021 by and between the Company and Jeffrey Wolf. Pursuant to the Wolf Amendment, Mr. Wolf’s base salary was increased to $575,000 (the “Wolf Base Salary”) and his bonus target was increased to 55% of the Wolf Base Salary. In addition, on December 7, 2022, based upon the recommendations and guidance of the independent third party compensation consultant retained by the Board of Directors’ Compensation Committee, Mr. Wolf was awarded a ten-year option to purchase 2,843,137 shares of common stock, at an exercise price of $1.02 (the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the grant), of which one third vests on January 3, 2023 and the balance vests monthly on a pro rata basis for thirty-six months.
Effective December 7, 2022, the Company entered into an amendment (the “Ostrander Amendment”) to the Employment Agreement, dated as of January 1, 2022 by and between the Company and William Ostrander. Pursuant to the Ostrander Amendment, Mr. Ostrander’s base salary was increased to $375,000 (the “Ostrander Base Salary”) and his bonus target was increased to 40% of the Ostrander Base Salary. In addition, on December 7, 2022, based upon the recommendations and guidance of the independent third party compensation consultant retained by the Board of Directors’ Compensation Committee, Mr. Ostrander was awarded a ten-year option to purchase 490,196 shares of common stock at an exercise price of $1.02 (the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the grant), of which one third vests on January 3, 2023 and the balance vests monthly on a pro rata basis for thirty-six months.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 |
Amendment No. 1 to Jeff Wolf Employment Agreement with the Company dated as of December 7, 2022 | |
| 10.2 | Amendment No. 1 to William Ostrander Employment Agreement with the Company dated as of December 7, 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: December 9, 2022 | NightHawk Biosciences, Inc. | |
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and Chief Executive Officer | |