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): September 13,
2017 (September 11, 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. [
]
Item 1.01.
Entry into a Material Definitive Agreement.
On
September 11, 2017, MabVax Therapeutics Holdings, Inc. (the
“Company”) entered into an engagement agreement (the
“Engagement Agreement”) with Laidlaw & Company (UK)
Ltd. (the “Placement Agent”) relating to the
Company’s registered direct offering, issuance and sale (the
“Offering”) to select accredited investors (the
“Investors”) of up to 4,000,000 shares (the
“Shares”) of the Company’s common stock, $0.01
par value per share, (the “Common Stock”). A copy of
the Engagement Agreement is attached hereto as
Exhibit 1.1.
Pursuant to the
Engagement Agreement, the Company has agreed to pay the Placement
Agent a cash fee of 7.0% of the gross proceeds from the Offering
from investors introduced to the Company by the Placement Agent and
up to $7,500 for its expenses related to the offering. The
Placement Agent has no commitment to purchase any of the shares of
Common Stock and is acting only as an agent in obtaining
indications of interest from investors who will purchase the shares
of Common Stock directly from the Company. The Engagement Agreement
requires us to indemnify the Placement Agent and certain of its
affiliates against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the
“Act”).
In
addition, on September 11, 2017, the Company, the investors
introduced to the Company by the Placement Agent, and other
investors entered into a securities purchase agreement (the
“Securities Purchase Agreement”) relating to the
issuance and sale of the Shares. The purchase price per Share is
$0.50.
Proceeds from the
Offering shall be used to continue clinical studies currently
underway for the Company’s therapeutic antibodies and for
working capital and general corporate purposes. A copy of the form
of Securities Purchase Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
The net
proceeds to the Company from the Offering, after deducting
Placement Agent fees and the Company’s estimated offering
expenses, are expected to be approximately $1.9 million. The
Offering is expected to close on or before September 14,
2017.
In
addition, the Company also agreed to issue up to approximately
$7.75 million of 4% junior convertible notes due 12 months
following the closing of the Offering. The notes shall be
convertible at $0.60 per share and secured by all assets not
previously pledged to the Company’s senior lender. The
notes will be issued for cash and in exchange for all of the
Company’s outstanding Series F, G, H and J Preferred stock,
which will be retired.
The
Shares are registered under the Act on the Company’s
Registration Statement on Form S-3 (Registration
No. 333-219291) previously filed with the Securities and
Exchange Commission and declared effective on July 27, 2017 (the
“Registration Statement”). The Shares are being offered
and sold pursuant to a base prospectus and a prospectus supplement
filed as part of the Registration Statement.
The
foregoing summaries of the terms of the Engagement Agreement and
the Securities Purchase Agreement are subject to, and qualified in
their entirety by, such documents attached hereto as Exhibits 1.1
and 10.1, respectively, and incorporated herein by reference. Each
of the Engagement Agreement and the Securities Purchase Agreement
contains representations and warranties that the respective parties
made to, and solely for the benefit of, the other parties thereto
in the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the
parties. The provisions of the Engagement Agreement and the
Securities Purchase Agreement, including the representations and
warranties contained therein, are not for the benefit of any party
other than the parties to such agreements or as stated therein and
are not intended as documents for investors and the public to
obtain factual information about the current state of affairs of
the parties to those documents and agreements. Rather, investors
and the public should look to other disclosures contained in the
Company’s filings with the Securities and Exchange
Commission.
Item 9.01(d). Financial Statements and Exhibits.
(d)
Exhibits.
1.1 Engagement Agreement, dated
September 11, 2017 between MabVax Therapeutics Holdings, Inc. and
Laidlaw & Company (UK) Ltd.
5.1 Opinion of Sichenzia Ross
Ference Kesner LLP.
10.1 Form of Securities Purchase Agreement,
dated September 11, 2017, by and between MabVax Therapeutics
Holdings, Inc. and each of the Purchasers (as defined
therein).
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: September 13, 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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