X0306 4 2017-04-28 0 0001476963 HEAT BIOLOGICS, INC. HTBX 0001381450 Wolf Jeffrey Alan C/O HEAT BIOLOGICS, INC. 801 CAPITOLA DRIVE DURHAM NC 27713 1 1 0 0 Chief Executive Officer Common Stock 2017-04-28 4 A 0 16349 A 221230 D Common Stock 2017-04-28 4 A 0 76070 A 771723 I See Footnotes Common Stock 2017-04-28 4 A 0 179333 A 716195 I See Footnotes 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. Wolf, Orion and Seed-One (as defined below), who agreed to sell their shares in Pelican to the Company (the "Acquisition"). Jeffrey Wolf is the Company's President, Chief Executive Officer and Chairman of the Company's board of directors. Mr. Wolf is the managing member of a limited liability company (the "LLC") that owned 61.1% of the outstanding capital stock of Pelican and Orion Holdings V, LLC ("Orion") and Seed-One Holdings VI, LLC ("Seed-One") owned in the aggregate 31.6% of the membership interests in the LLC. (Continued from footnote (1)) In connection with the closing of the Acquisition, which occurred on April 28, 2017, Mr. Wolf, Orion and Seed-One sold approximately 85% of their shares of capital stock in Pelican held through the LLC in exchange for cash consideration and 16,349, 76,070 and 179,333 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. Held by Orion. Mr. Wolf is managing member of Orion. Held by Seed-One. Mr. Wolf is managing member of Seed-One. Does not include 89,957 shares held by Mr. Wolf's children's trust (the "Trust") prior to the Acquisition and 117,729 shares acquired by the Trust in the Acquisition. Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the shares held by the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by Orion, Seed-One and the Trust 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 entities. /s/ Jeffrey Alan Wolf 2017-05-02