Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2021, the Board of Directors (the "Board") of Heat Biologics, Inc. (the "Company"), rescinded and cancelled a portion of a stock option award to purchase 393,761 shares of common stock (the "Initial Option") previously awarded on December 13, 2021 under the Company's 2018 Stock Incentive Plan, as amended (the "Plan") to Jeff Wolf, the Company's President and Chief Executive Officer, such that as a result of the rescission and cancellation, a maximum of 161,774 shares of common stock may be issued upon exercise of the Initial Option.

The Board also approved an increase of 750,000 shares of common stock available for issuances of awards under the Plan, subject to approval of the Company's stockholders, and issued a new award to Mr. Wolf (the "New Award") under the Plan in an amount equal to the cancelled portion of the Initial Option with substantially similar terms to the Initial Option.

The New Award is a ten-year option to purchase 231,987 shares of common stock, at an exercise price of $4.065 (the greater of the exercise price per share of the Initial Award and the closing price of the Company's common stock on the Nasdaq Capital Market on the date of the grant of the New Award), all of which vests on the two-year anniversary of the date of grant, and is subject to forfeiture in the event that the increase in the number of shares of common stock available for grant under the Plan as described above is not adopted by the Company's stockholders prior to the vesting date.

The Board also rescinded and cancelled the entire stock option award to purchase 32,467, 32,467 and 129,820 shares of common stock (the "Initial Director Options") previously awarded on December 13, 2021 under the Plan to John Monahan, Edward Smith and John Prendergast, the Company's independent directors, and issued to each of John Monahan, Edward Smith and John Prendergast a new award option under the Plan, in an amount equal to the cancelled portion of the Initial Director Options with substantially similar terms to the Initial Option.

A copy of each of the new form of incentive stock option agreement and the new non-statutory stock option agreement is filed as Exhibit 10.1 and 10.2, respectively to this Current Report on Form 8-K and is incorporated by reference herein.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K.





Exhibit
 Number    Description

  10.1       Form of New Incentive Option Agreement for awards subject to
           forfeiture
  10.2       Form of New Non-Statutory Stock Option Agreement for awards subject
           to forfeiture
  104      Cover Page Interactive Data File (the cover page XBRL tags are
           embedded within the inline XBRL document)

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