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): February 1,
2018
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 [ ]
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
February 2 and February 3, 2018, MabVax Therapeutics Holdings, Inc.
(the “Company”) entered into separate purchase
agreements (the “Purchase Agreements”) with accredited
investors (the “Investors”) pursuant to which it agreed
to sell an aggregate of $2,100,000 worth of shares of common stock,
par value $0.01 per share (the “Common Stock”) at a
purchase price of $0.75 per share (or, at the election of any
Investor who, as a result of receiving common stock would hold in
excess of 4.99% of our issued and outstanding Common Stock, shares
of our newly designated 0% Series M Convertible
Preferred Stock (the “Series M Preferred
Stock”)) and a three year warrant to purchase shares
of Common Stock equal to seventy percent (70%) of such number of
shares of Common Stock purchased (or, if Series M Preferred Stock,
seventy percent (70%) of the shares of Common Stock issuable upon
conversion of the Series M Preferred Stock) (the
“Warrants”). Of the Purchase Agreements accepted,
Investors elected $1,400,000
to be in the form of shares of
Series M Preferred Stock.
The net proceeds of the private placement were $2,050,000 after
transaction costs of $50,000. Neither the Series M Preferred Stock
nor the warrants will be separately listed on any securities
exchange or other trading market. No bank was used for this
transaction.
The
Warrants are exercisable, at any time on or after the sixth month
anniversary of the closing date, at a price of $0.90 per share,
subject to adjustment, and expire three years from the initial exercise date. The holders
may, subject to certain limitations, exercise the Warrants on a
cashless basis if not registered under
the Securities Act of 1933, as amended, within 120 days of
issuance. The Company is prohibited from effecting an
exercise of any Warrant to the extent that, as a result of any such
exercise, the holder would beneficially own more than 9.99% of the
number of shares of Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock upon
exercise of such Warrant.
The
shares and Warrants 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”). The Company entered into separate
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 as set forth therein and to maintain the
effectiveness of the registration statement until all of such
shares of Common Stock 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 Purchase Agreements, Warrants and the
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Purchase Agreement, the form of the Warrant and the form of
Registration Rights Agreement, copies of which are filed as Exhibit
10.1, Exhibit 4.1 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 February 1, 2018, the Company filed a Certificate of
Designations, Preferences and Rights of the 0% Series M Convertible
Preferred Stock (the “Certificate of Designations”)
with the Delaware Secretary of State, designating 10,000 shares of
preferred stock as Series M Preferred Stock.
The shares of Series M Preferred Stock are convertible into shares
of Common Stock based on a conversion calculation equal to the
stated value of the Series M Preferred Stock, plus all accrued and
unpaid dividends, if any, on such Series M Preferred Stock, as of
such date of determination, divided by the conversion price. The
stated value of each share of Series M Preferred Stock is $300 and
the initial conversion price is $0.75 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 M Preferred Stock will be entitled to
a per share preferential payment equal to the greater of the stated
value on the date of such payment and the amount per share such
holder would receive if such holder converted such Series M
Preferred Stock into Common Stock immediately prior to the date of
such payment. All shares of capital
stock will be junior in rank to Series M Preferred Stock with
respect to the preferences as to dividends, distributions and
payments upon the liquidation, dissolution and winding-up of the
Company, except for the Company’s Series I Preferred Stock,
Series J Preferred Stock, Series K Preferred Stock and Series L
Preferred Stock. The holders of
Series M Preferred Stock will be entitled to receive dividends if
and when declared by our board of directors. The Series M 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 M Preferred Stock then held.
We are prohibited from effecting a conversion of the Series M
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 M 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 M Preferred Stock, but not in excess of the
beneficial ownership limitations.
The foregoing description of the Series M Preferred Stock is not
complete and 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
8.01
Other
Events.
On
February 1, 2018, the Board of Directors approved a 1-for-3 reverse
stock split (the “Reverse Split”) for the purpose of
increasing the market price of our Common Stock in order to regain
compliance with the NASDAQ Capital Market’s $1.00 minimum
closing bid price continued listing requirement. The
Company’s stockholders had previously approved a reverse
split ratio of not less than 1-for-2
and not more than 1-for-20 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. The Company intends
to effectuate the reverse split as promptly as practicable, subject
to approval by NASDAQ. There is no guarantee when or if the
Reverse Split will be effective.
On
February 6, 2018, the Company issued a press release announcing the
offering and the Reverse Split. A copy of the press release is
attached hereto as Exhibit 99.1 to this report and incorporated
herein by reference.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Form of
Certificate of Designations, Preferences and Rights of the 0%
Series M Convertible Preferred Stock
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Form of
Warrant
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Form of Purchase
Agreement
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Form of
Registration Rights Agreement
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Press Release
dated February 6, 2018
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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: February 6, 2018
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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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