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| EX-99.1 - PRESS RELEASE - MABVAX THERAPEUTICS HOLDINGS, INC. | ex99-1.htm |
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): October 6,
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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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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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☐
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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 5.07. Submission of Matters to a Vote of Security
Holders.
At the Special Meeting of Stockholders of MabVax Therapeutics
Holdings, Inc. (the “Company”) that was re-convened on
October 6, 2017, a total of 6,502,910 shares, or 52.19%, of the
Company's stock entitled to vote at the Special Meeting, including
Series D Convertible Preferred Stock, Series E Convertible
Preferred Stock, Series F Convertible Preferred Stock, Series G
Convertible Preferred Stock, Series H Convertible Preferred Stock,
and Series J Convertible Preferred Stock voting on an as-converted
basis, subject to certain voting limitations set forth in the
respective governing Certificates of Designation, were represented
in person or by proxy.
Set forth below is a brief description of the remaining matter
voted upon at the re-convened Special Meeting (the “Reverse
Split Proposal”) and the voting results.
1)
To grant the Board of Directors the authority, in its sole
direction, in determining a higher stock price is required to
continue to meet the continued listing qualifications for the
NASDAQ Stock Exchange, to approve an amendment to our Amended and
Restated Certificate of Incorporation to effect a reverse stock
split of our issued and outstanding common stock by a ratio of not
less than one-for-two and not more than one-for-twenty at any time
prior to September 28, 2018, with the exact ratio to be set at a
whole number within this range as determined by the Board of
Directors.
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Votes For
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Votes Against
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Abstain
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6,306,305
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154,225
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42,380
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The proposal was approved.
The
Special Meeting was initially convened on September 28, 2017 to
approve six proposals and was adjourned to October 2, 2017 to
achieve a quorum on all proposals. On October 2, 2017, a quorum was
achieved and five of the six proposals were voted on and approved
as disclosed in the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 3,
2017. The meeting was adjourned to October 6, 2017 to solicit
additional votes for the Reverse Split Proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished with
this Current Report on Form 8-K.
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Exhibit No.
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Description
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Press Release dated October 6, 2017
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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: October 6, 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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