HTBX Heat Biologics Inc

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

Amendment to 2018 Stock Incentive Plan

On September 15, 2022, NightHawk Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 5,000,000 shares of common stock. A description of the 2018 Stock Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on July 28, 2022 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Proposal 3—APPROVAL OF AN AMENDMENT TO OUR 2018 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 5,000,000 SHARES OF COMMON STOCK”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 4 to the 2018 Stock Incentive Plan, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix A.

Amendment to 2021 Subsidiaries Stock Incentive Plan

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Subsidiaries Stock Incentive Plan (the “2021 Subsidiaries Stock Incentive Plan” or the “SSIP”) to increase the number of shares that each Participating Subsidiary may issue under the SSIP from ten percent (10%) of the total outstanding shares of common stock of each Participating Subsidiary as of the effective date of adoption of the SSIP by the Participating Subsidiary to fifteen percent (15%) of the total outstanding shares of common stock of each Participating Subsidiary as of the date of the Annual Meeting and as of the effective date of adoption of the SSIP for any Participating Subsidiary that adopts the SSIP after the date such increase is approved by the stockholders of the Company. A description of the SSIP, as amended, is set forth in the Definitive Proxy Statement in the section entitled “Proposal 4—AMENDMENT TO SUBSIDIARIES INCENTIVE PLAN”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Amendment to the SSIP, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix B.

Addition of Elusys Therapeutics, Inc. as a Participating Subsidiary in the 2021 Subsidiaries Stock Incentive Plan

At the Annual Meeting, the Company’s stockholders approved the addition of Elusys Therapeutics, Inc. (“Elusys”) as a Participating Subsidiary in the 2021 Subsidiaries Stock Incentive Plan, which enable Elusys to issue awards under the SSIP to officers, directors, employees and consultants of Elusys. Since Proposal 4 was approved at the Annual Meeting, the number of shares of Elusys common stock reserved for issuance under the SSIP will be fifteen percent (15%) of its total outstanding shares of common stock.