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 9,
2018
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 [ ]
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.
|
As
previously reported in the MabVax Therapeutics Holdings,
Inc.’s (the “Company”) Current Report on a Form
8-K, filed with the Commission on February 6, 2017, on February 2,
2018 and February 3, 2018, the Company accepted subscriptions for
the sale of $2,100,000 of units of its securities, with each unit
consisting of one share of common stock (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 at a price per share of $0.90, 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), at a per unit price of $0.75. On
February 9 and 10, 2018, the Company entered into separate purchase
agreements (the “Purchase Agreements”) with accredited
investors pursuant to which it agreed to sell an additional
$650,000 worth of units on the
same terms as previously reported. Of the additional Purchase
Agreements accepted, investors elected $100,000 to be
in the form of shares of Series M Preferred
Stock. The net proceeds from the
additional Purchase Agreements were $645,000 after transaction
costs estimated to be $5,000. The
additional Purchase Agreements, together with subscriptions
previously reported on February 6, 2018, brings the total
subscriptions to $2.75M, or approximately $2.70M after transaction
costs, and completes the total amount designated in the form of
securities purchase agreement included with the Current Report on a
Form 8-K filed with the Commission on February 6, 2018.
Neither the Series M Preferred Stock nor the warrants will be
separately listed on any securities exchange or other trading
market.
|
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.
The
shares of common stock, Series M Preferred Stock, warrants, and the
shares of common stock issuable upon conversion of the Series M
Preferred Stock and exercise of the warrants have not been
registered under the Securities Act, or the securities laws of any
state, and were offered and issued in reliance on the exemption
from registration under the Securities Act, afforded by Section
4(a)(2) promulgated under the Securities Act.
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: February 12, 2018
|
|
|
|
|
|
/s/ J. David Hansen
|
|
|
|
|
|
|
|
J. David Hansen
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|