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): August 11,
2017
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
000-31265
|
|
93-0987903
|
|
(State or
other jurisdiction of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS Employer
Identification
No.)
|
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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 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))
|
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. [
]
Item
1.01
Entry into a Material Definitive Agreement
On
August 11, 2017, MabVax Therapeutics
Holdings, Inc. (the “Company,” “we”, or
“us”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”), with certain
investors named therein. Pursuant to the terms of the Purchase
Agreement, the Company has agreed to sell approximately 2,386.36
shares of Series J Convertible
Preferred Stock (the “Series J Preferred Stock”) for
$550 per share (the “Offering”). The net
proceeds to the Company from the Offering are expected to be
approximately $1.2 million, including estimated Offering expenses
payable by the Company. The Offering is expected to close on or
about August 16, subject to customary closing
conditions.
The shares of Series J Preferred Stock, and the shares of common
stock issuable upon conversion of the Series J Preferred Stock, are
being offered and sold to the public under our shelf registration
statement on Form S-3 (File No. 333-219291) initially filed with
the Securities and Exchange Commission (the
“Commission”) on July 14, 2017 and declared effective
on July 27, 2017. As well, a prospectus supplement relating to the
Offering has been filed with the Commission.
The Securities Purchase Agreement contains customary
representations, warranties and agreements by us and customary
conditions to closing.
On August 9, 2017, the Company agreed with the lead investor in the
Company’s May 2017 public offering to distribute newly
designated Series K Convertible Preferred Stock (the “Series
K Preferred Stock”), convertible into an aggregate of
6,500,000 shares of common stock, at the lead investor’s
discretion among certain of the accredited investors who invested
in the Company’s prior offerings and who participated in the
Offering. The Series K Preferred Stock shall be issued within three
days of the closing of the Offering.
The foregoing description of the Securities Purchase Agreement is
qualified in its entirety by reference to the full text of the
Securities Purchase Agreement, a copy of which is filed as Exhibit
10.1 to this report and is incorporated by reference
herein.
Item 3.02
Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Current Report are
incorporated herein by reference. The Series K Preferred Stock
shall be issued solely to “accredited investors”
in reliance on the exemption from registration afforded by Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
The disclosures in Item 1.01 of this Current Report are
incorporated herein by reference.
Series J Preferred Stock
On August 14, 2017, the Company filed a Certificate of
Designations, Preferences and Rights of the 0% Series J Convertible
Preferred Stock with the Delaware Secretary of State, designating
3,400 shares of preferred stock as Series J Preferred
Stock.
The shares of Series J Preferred Stock are convertible into shares
of common stock based on a conversion calculation equal to the
stated value of the Series J Preferred Stock, plus all accrued and
unpaid dividends (the “Base Amount”), if any, on such
Series J Preferred Stock, as of such date of determination, divided
by the conversion price. The stated value of each share of Series J
Preferred Stock is $550 and the initial conversion price is $0.55
per share, each subject to adjustment for stock splits, stock
dividends, recapitalizations, combinations, subdivisions or other
similar events.
For so
long as the holder has Series J Preferred Stock, if the Company
sells, or is deemed to have sold, common stock, or common
equivalent shares, for consideration per share less than the
conversion price in effect immediately prior to the issuance (the
“Lower Issuance Price”), then the conversion price in
effect immediately prior to such issuance will be adjusted to the
Lower Issuance Price, provided however the Lower Issuance Price
shall not be less than $0.10.
The holders of Series J Preferred Stock will be entitled to receive
dividends if and when declared by our board of directors. The
Series J 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 J Preferred Stock
then held.
We are prohibited from effecting a conversion of the Series J
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 common stock upon conversion of the
Series J 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 J Preferred Stock, substituting the
consolidated closing bid price of the common stock on August 10,
2017 for the then-applicable conversion price, and not in excess of the beneficial ownership
limitations.
The
Company shall not be obligated to issue any shares of common stock
upon conversion of the Series J Preferred Stock, and the holder of
any shares of Series J Preferred Stock shall not have the right to
receive upon conversion of any shares of the Series J Preferred
Stock if the issuance of such shares of common stock would exceed
the aggregate number of shares of common stock which the Company
may issue upon conversion of the Series J Preferred Stock without
breaching the Company's obligations under the rules or regulations
of the Nasdaq Capital Market, which aggregate number equals 19.99%
of the number of shares outstanding on the Closing Date, except
that such limitation shall not apply in the event that the Company
obtains the approval of its stockholders as required by the
applicable rules of the Nasdaq Capital Market for issuances of
common stock in excess of such amount.
Holders
of Series J Preferred Stock will be entitled to a preferential
payment of cash per share equal to the greater of 125% of the Base
Amount on the date of payment or the amount per share had the
holders converted such preferred shares immediately prior to the
date of payment upon the liquidation, dissolution or winding up of
the affairs of the Company, or a consolidation or merger of the
Company with or into any other corporation or corporations, or a
sale of all or substantially all of the assets of the Company, or
the effectuation by the Company of a transaction or series of
transactions in which more than 50% of the voting shares of the
Company is disposed of or conveyed.
Series K Preferred Stock
On August 14, 2017, the Company filed a Certificate of
Designations, Preferences and Rights of the Series K Convertible
Preferred Stock with the Delaware Secretary of State, designating
65,000 shares of preferred stock as Series K Preferred
Stock.
The shares of Series K Preferred Stock are convertible into shares
of common stock based on a conversion calculation equal to the
stated value of the Series K Preferred Stock divided by the
conversion price. The stated value of each share of Series K
Preferred Stock is $0.01 and the initial conversion price is
$0.0001 per share, each subject to adjustment for stock splits,
stock dividends, recapitalizations, combinations, subdivisions or
other similar events.
The holders of Series K Preferred Stock will be entitled to receive
dividends if and when declared by our board of directors. The
Series K 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 K Preferred Stock
then held.
We are prohibited from effecting any conversion of the Series K
Preferred Stock if the Company has not obtained shareholder
approval for the full conversion of the Series J Preferred Stock
and Series K Preferred Stock in accordance with the rules of the
Nasdaq Stock Market LLC or 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 common stock upon
conversion of the Series K 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 K Preferred
Stock, substituting the consolidated closing bid price of
the common stock on August 10, 2017 for the then-applicable
conversion price, and not in excess of
the beneficial ownership limitations.
The foregoing description of the Series J Preferred Stock and
Series K Preferred Stock are qualified in their entirety by
reference to the full text of the certificate of designations of
Series J Preferred Stock and Series K Preferred Stock,
respectively, copies of which are filed as Exhibit 3.1 and Exhibit
3.2, respectively, to this report and incorporated by reference
herein.
Item
9.01
Financial
Statements and Exhibits
|
Exhibit
|
|
|
|
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Certificate
of Designation of Preferences and Rights of Series J Convertible
Preferred Stock
|
|
|
|
|
|
3.2
|
|
Certificate
of Designation of Preferences and Rights of Series K Convertible
Preferred Stock
|
|
|
|
|
|
5.1
|
|
Opinion
of Sichenzia Ross Ference Kesner LLP
|
|
|
|
|
|
10.1
|
|
Form of
Securities Purchase Agreement
|
|
|
|
|
|
23.1
|
|
Consent
of Sichenzia Ross Ference Kesner LLP (included in Exhibit
5.1)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MABVAX THERAPEUTICS HOLDINGS, INC.
|
|
|
|
|
|
|||
|
Dated: August 14, 2017
|
|
|
|
|
|
/s/ J. David Hansen
|
|
|
|
|
|
|
|
J. David Hansen
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|