4//SEC Filing
HEAT BIOLOGICS, INC. 4
Accession 0001553350-17-000462
$SCPXCIK 0001476963operating
Filed
May 1, 8:00 PM ET
Accepted
May 2, 12:22 PM ET
Size
8.6 KB
Accession
0001553350-17-000462
Insider Transaction Report
Form 4
Smith Edward B III
Director
Transactions
- Award
Common Stock
2017-04-28+10,010→ 10,010 total - Award
Common Stock
2017-04-28+335,743→ 1,033,046 total(indirect: See footnotes)
Footnotes (4)
- [F1]On March 7, 2017, Heat Biologics, Inc. (the "Company") entered into a Stock Purchase Agreement, as amended, with Pelican Therapeutics, Inc. ("Pelican"), and certain holders of the outstanding capital stock of Pelican, including Mr. Smith and Aristar (as defined below), who agreed to sell their shares in Pelican to the Company (the "Acquisition"). Edward B. Smith, a member of the Company's board of directors, individually and through his affiliated entity, Aristar Ventures III, LLC ("Aristar"), is a holder of Pelican outstanding capital stock.
- [F2](Continued from footnote (1)) In connection with the closing of the Acquisition, which occurred on April 28, 2017, Mr. Smith and Aristar sold approximately 85% of their shares of capital stock in Pelican (which they held directly and through a limited liability company) in exchange for cash consideration and 10,010 shares and 335,743 shares, respectively, of the Company's common stock, $0.0002 par value per share (the "Common Stock"). All of the shares of Common Stock issued in the Acquisition are currently held in escrow and are subject to forfeiture during the six month period following the Acquisition to satisfy certain indemnification obligations.
- [F3]Held by Aristar. Mr. Smith serves as the managing member of Aristar.
- [F4]Mr. Smith is deemed to beneficially own the shares held by Aristar in his role as the managing member since he has the control over the voting and disposition of any shares of Common Stock held by Aristar. Mr. Smith disclaims beneficial ownership of the shares of Common Stock held by Aristar except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entity.
Documents
Issuer
HEAT BIOLOGICS, INC.
CIK 0001476963
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001476963
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 12:22 PM ET
- Size
- 8.6 KB