Attached files
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3,
2017
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-31265
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93-0987903
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11535 Sorrento Valley Rd., Suite 400
San Diego, CA 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(858) 259-9405
N/A
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 [X]
If an emerging growth company, indicate by check mark 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. [
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Item 1.01 Entry into a Material Definitive Agreement.
On May
3, 2017, MabVax Therapeutics Holdings, Inc. (the
“Company”) entered into separate subscription
agreements (the “Subscription Agreements”) with
accredited investors (the “Investors”) pursuant to
which the Company agreed to sell an aggregate of $850,000 of
0% Series H
Convertible Preferred Stock (the “Series H Preferred
Stock”).
The shares of Series H Preferred Stock are convertible into shares
of common stock, par value $0.01 per share (the "Common Stock"),
based on a conversion calculation equal to the stated value of the
Series H Preferred Stock, plus all accrued and unpaid dividends
(the “Base Amount”), if any, on such Series H Preferred
Stock, as of such date of determination, divided by the conversion
price. The stated value of each share of Series H Preferred Stock
is $1,000 and the initial conversion price is $1.75 per share, each
subject to adjustment for stock splits, stock dividends,
recapitalizations, combinations, subdivisions or other similar
events.
In the event of a liquidation, dissolution or winding up of the
Company, each share of Series H Preferred Stock will be entitled to
a per share preferential payment equal to the Base Amount.
All shares
of our capital stock will be junior in rank to Series H Preferred
Stock with respect to the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and
winding-up of the Company other than Series A through G Preferred
Stock. The holders of Series H
Preferred Stock will be entitled to receive dividends if and when
declared by our board of directors. The Series H Preferred Stock
shall participate on an “as converted” basis, with all
dividends declared on our Common Stock. In addition, if
we grant, issue or sell any rights to purchase our securities pro
rata to all our record holders of our Common Stock, each holder
will be entitled to acquire such securities applicable to the
granted purchase rights as if the holder had held the number of
shares of Common Stock acquirable upon complete conversion of all
Series H Preferred Stock then held.
We are prohibited from effecting a conversion of the Series H
Preferred Stock to the extent that, as a result of such conversion,
the holder would beneficially own more than 4.99% of the number of
shares of Common Stock outstanding immediately after giving effect
to the issuance of shares of Ccommon Stock upon conversion of the
Series H Preferred Stock, which beneficial ownership limitation may
be increased by the holder up to, but not exceeding, 9.99%. Each
holder is entitled to vote on all matters submitted to stockholders
of the Company, and shall have the number of votes equal to the
number of shares of Common Stock issuable upon conversion of such
holder’s Series H Preferred Stock, but not in excess of the
beneficial ownership limitations.
The
shares were offered and sold solely to “accredited
investors” in reliance on the exemption from registration
afforded by Rule 506 of Regulation D and Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities
Act”). On the closing date, the Company entered into
registration rights agreements (the “Registration Rights
Agreements”) with each of the Investors, pursuant to which
the Company agreed to undertake to file a registration statement to
register the resale of the shares within thirty (30) days following
the closing date, to cause such registration statement to be
declared effective by the Securities and Exchange Commission within
sixty (60) days of the closing date and to maintain the
effectiveness of the registration statement until all of such
shares have been sold or are otherwise able to be sold pursuant to
Rule 144 under the Securities Act, without any
restrictions.
The
foregoing descriptions of the Subscription Agreements and the
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Subscription Agreement and the form of Registration Rights
Agreement, copies of which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Report and are incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which is
incorporated by reference, in its entirety, into this Item
3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May 3, 2017, the Company filed a Certificate of Designations,
Preferences and Rights of the 0% Series H Convertible Preferred
Stock (the “Certificate of Designations”) with the
Delaware Secretary of State, designating 2,000 shares of preferred
stock as Series H Preferred Stock.
The foregoing description of the Series H Preferred Stock is
qualified in its entirety by reference to the full text of the Form
of Certificate of Designations, a copy of which is filed as Exhibit
3.1 to this Report and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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3.1
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Form of
Certificate of Designations, Preferences and Rights of the 0%
Series H Convertible Preferred Stock
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10.1
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Form of
Subscription Agreement
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10.2
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Form of
Registration Rights Agreement
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SIGNATURES
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.
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MABVAX THERAPEUTICS HOLDINGS, INC.
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Dated: May 3, 2017
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/s/
J. David Hansen
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J. David Hansen
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President and Chief Executive Officer
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