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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): August 21, 2022


NightHawk Biosciences, Inc.

(Exact name of registrant as specified in charter)



(State or other jurisdiction of incorporation)


001-35994 26-2844103
(Commission File Number) (IRS Employer Identification No.)


627 Davis Drive, Suite 400

Morrisville, North Carolina 27560

(Address of principal executive offices and zip code)


(919) 240-7133

(Registrant’s telephone number including area code)



(Former Name and Former Address)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)


  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0002 par value per share NHWK NYSE American LLC
Common Stock Purchase Rights None NYSE American LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨  


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 8.01.   Other Events.


On August 21, 2022, NightHawk Biosciences, Inc., a Delaware corporation (the “Company”), executed a research and development license agreement with Lytic Solutions, LLC (“Lytic”) pursuant to which the Company has agreed to fund a research program for development of a proprietary subunit monkeypox vaccine. The Company will own all monkeypox virus construct sequences conceived, developed or reduced to practice during and in the conduct of the research program. The proprietary Lytic platform that will be used to generate these monkeypox constructs has exhibited immunogenicity and vaccine success against other viral targets in non-human primates.  These new constructs will be targeted against a series of proteins to formulate a polyclonal vaccine that best represents key viral proteins involved in the pathogenicity of monkeypox infection to address the potential monkeypox pandemic. The Company believes that this subunit approach offers advantages over attenuated viruses and other commercially approved options for pox virus which carry serious safety concerns.


Item 9.01.   Financial Statements and Exhibits.


(d)  Exhibits.


Exhibit Number   Description
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)








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:  August 22, 2022

NightHawk Biosciences, Inc.

  By: /s/ Jeffrey Wolf
  Name: Jeffrey Wolf
  Title: Chairman, President and
Chief Executive Officer