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): October 16,
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
October 18, 2017, MabVax Therapeutics Holdings, Inc. (the
Company”) entered into exchange agreements (each, an
“Exchange Agreement” and collectively, the
“Exchange Agreements”) with the holders of all of the
Company’s outstanding shares of Series F Convertible
Preferred Stock (the “Series F Preferred Stock”),
Series G Convertible Preferred Stock (the “Series G Preferred
Stock”) and Series H Convertible Preferred Stock (the
“Series H Preferred Stock”), pursuant to which 665,281
shares of Series F Preferred Stock, 1,000,000 shares of Series G
Preferred Stock and 850 shares of Series H Preferred Stock were
exchanged for an aggregate of 58,000 newly authorized shares of
Series L Convertible Preferred Stock (the “Series L Preferred
Stock”). In
connection with the transaction we agreed to hold a special meeting
of stockholders to approve the issuance of common stock upon
conversion of the Series L Preferred Stock.
The
terms of the Exchange Agreements and Series L Preferred Stock were
determined by arms-length negotiation between the parties. No
commission or other payment was received by the Company in
connection with the Exchange Agreements. Such exchange was
conducted pursuant to the exemption provided by
Section 3(a)(9) of the Securities Act of 1933, as amended (the
“Securities Act”), and Series L Preferred Stock
issuable pursuant to the Exchange Agreements and the Conversion
Shares will be issued in reliance on the exemption from
registration contained in Section 3(a)(9) of the Securities
Act.
Pursuant
to a registration rights agreement entered into between the Company
and the Holders on October 18, 2017 (the “Registration Rights
Agreement”), the Company agreed to use its reasonable best
efforts to file a registration statement registering the Conversion
Shares for resale within ten days of closing and cause the
registration statement to be declared effective within 30 days of
filing.
The
foregoing description of the Exchange Agreement and Registration
Rights Agreement is not complete and is qualified in its entirety
by reference to the full text of the form of Exchange Agreement and
form of Registration Rights Agreement, copies of which are filed as
Exhibits 10.1 and 10.2 to this report, respectively, and are
incorporated herein by reference.
Item
3.02
Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 16, 2017, the Company filed a Certificate of
Designations, Preferences and Rights of the 0% Series L Convertible
Preferred Stock
(the
"Certificate of Designation") with the Delaware
Secretary of State, designating 58,000 shares of preferred stock as
Series L Preferred Stock. On
October 18, 2017, the Company filed a Certificate of Correction to
the Certificate of Designation to include a sentence that was
inadvertently omitted.
The shares of Series L Preferred Stock are convertible into shares
of common stock based on a conversion calculation equal to the
stated value of the Series L Preferred Stock, plus all accrued and
unpaid dividends (the “Base Amount”), if any, on such
Series L Preferred Stock, as of such date of determination, divided
by the conversion price. The stated value of each share of Series L
Preferred Stock is $100 and the initial conversion price is $0.60
per share, each subject to adjustment for stock splits, stock
dividends, recapitalizations, combinations, subdivisions or other
similar events.
The holders of Series L Preferred Stock will be entitled to receive
dividends if and when declared by our board of directors. The
Series L Preferred Stock shall participate on an “as
converted” basis, with all dividends declared on our common
stock. In addition, if the Company grants, issues or
sells any rights to purchase its securities pro rata to all record
holders of 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 L Preferred Stock then
held.
We are prohibited from effecting a conversion of the Series L
Preferred Stock if the Company has
not obtained stockholder approval for the full conversion of the
Series L Preferred Stock in accordance with the rules of the Nasdaq
Stock Market LLC ("Nasdaq") 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 L 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 L Preferred
Stock, substituting the consolidated closing bid price of
the common stock on October 13, 2017, for the then-applicable
conversion price, and not in excess of
the beneficial ownership limitations or limitations required by the
rules and regulations of Nasdaq.
Holders
of Series L Preferred Stock will be entitled to a preferential
payment of cash per share equal to the greater of 100% 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.
The
foregoing description of the Certificate of Designation is not
complete and is qualified in its entirety by reference to the full
text of the Certificate of Designation and Certificate of
Correction, copies of which are filed as Exhibits 3.1 and 3.2 to
this report, respectively, and are incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description
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Certificate
of Designations of Preferences, Rights and Limitations of Series L
Convertible Preferred Stock
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Certificate of Correction to the Certificate of Designations of
Preferences, Rights and Limitations of Series L Convertible
Preferred Stock
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Form of
Exchange Agreement
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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: October 19, 2017
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/s/ Gregory P. Hanson
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Gregory P. Hanson
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Chief Financial Officer
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