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EX-99.1 - PRESS RELEASE, DATED MAY 24, 2018 - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx_ex991.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): May 21,
2018
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-37861
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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:
☐ 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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
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As
previously disclosed in a Current Report on Form 8-K filed on May
21, 2018, MabVax Therapeutics Holdings, Inc., (“we”,
“us”, or the “Company”) notified the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) that we would not be timely filing our
Quarterly Report on Form 10-Q for the period ended March 31,
2018 (the “Form 10-Q”) as required for continued
listing on Nasdaq, in accordance with Nasdaq Listing Rule
5250(c)(1). Following such notification, on May 21, 2018, we
received a letter (the “Letter”), issued pursuant to
Nasdaq Listing Rule
5810(c)(2), from the Staff, stating that due to the delay in
filing the Form 10-Q, we do not satisfy Nasdaq Listing Rule
5250(c)(1), and have been granted 60
calendar days from the date of the Letter to submit a plan to
regain compliance with the filing requirement. If the Staff accepts
our plan, the Staff may grant us a grace period of up to 180
calendar days from the due date to file the Form 10-Q to regain
compliance, or until November 12, 2018. There can be no assurance
that we will present a plan acceptable to the Staff or that we will
be able to file the Form 10-Q within an extension of time that may
be granted by the Staff.
Item 8.01
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Other Events.
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In
accordance with the terms of the Letter, on May 24, 2018, the
Company issued a press release disclosing receipt of the Letter and
the above terms of the Letter. A copy of the press release is
furnished as Exhibit 99.1 to this Report.
In
accordance with General Instruction B.2 of Form 8-K, the press
release is deemed to be “furnished” and shall not be
deemed “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall such information and
Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended.
Forward-Looking Statements
The foregoing includes statements that
constitute “forward-looking” statements, as such term
is defined in the Private Securities Litigation Reform Act of 1995.
In some cases, forward-looking statements can be identified by
terminology such as “may,” “will,”
“plan,” or the negative of those terms or other
comparable terminology. These forward-looking statements are
subject to the safe harbor protection provided by the federal
securities laws. These forward-looking statements are subject to
numerous risks, uncertainties and assumptions. These risks and
uncertainties include, but are not limited to, the ability of the
Company to timely file its periodic Exchange Act reports, the
ability of the Company to regain and maintain compliance with
Nasdaq continued listing requirements and the risk factors
described in our Annual Report on Form 10-K filed on April 2, 2018.
Because these forward-looking statements are
subject to risks and
uncertainties, actual developments and results may differ
materially from those express or implied by the forward-looking
statements. The forward-looking statements in this filing are made
only as of the date hereof, and unless otherwise required by
applicable securities laws, we disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or
otherwise.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is furnished as part of this Amended Current
Report on Form 8-K:
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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: May 24,
2018
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By:
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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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