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): November 19,
2018
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-37861
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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:
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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. [
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ITEM
1.01
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Entry into a Material Definitive
Agreement.
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On
November 19, 2018, MabVax Therapeutics Holdings, Inc.
(“MabVax” or the “Company”) entered into an
Equity Purchase Agreement with Triton Funds LP, an institutional
investor (“Triton”), pursuant to which Triton will,
subject to the terms of the Equity Purchase Agreement, purchase up
to $1 million of the Company’s to be designated 0% Series P
Convertible Preferred Stock (such stock, the “Series P
Preferred”). Pursuant to the terms of the Equity Purchase
Agreement, the Company has the right, but not the obligation, to
direct Triton to purchase a number of shares of Series P Preferred
(the “Put Shares”) at a price per share equal to the
stated value of $100.00 per share. The Put Shares are convertible
into common stock at the conversion rate of $100 divided by an
amount equal to 75% times the volume-weighted average price of the
Company’s common stock measured for the five-business day
period ending on the business day prior to the Company receiving a
conversion notice (the “Conversation Rate”). The
Company may direct Triton to purchase Put Shares at any time on or
after the date of effectiveness of a registration statement
registering the shares of common stock issuable upon conversion of
the Put Shares, subject to a maximum of $300,000 for the initial
purchase and terms providing the Company may not direct Triton to
purchase Put Shares during the 30 day period immediately following
delivery of the initial purchase notice. The Equity Purchase
Agreement will terminate on the earlier of (i) the date on which
Triton has purchased Put Shares with an aggregate purchase price of
$1.0 million or (ii) 90 days after the effectiveness of a
registration statement registering the shares of common stock
underlying the Put Shares.
On
November 19, 2018 and in connection with the Equity Purchase
Agreement, the Company also entered into a Registration Rights
Agreement with Triton pursuant to which the Company agreed to file
a registration statement registering for resale the Commitment
Shares (defined below) and the shares of common stock issuable upon
conversion of the Put Shares. The Company intends on filing a
registration statement on Form S-1 in connection with its
obligations pursuant to the Registration Rights
Agreement.
On November 19, 2018 and in connection with the
Equity Purchase Agreement, the Company entered into a Share
Donation Agreement pursuant to which the Company agreed to
issue 175,000 shares of common stock (the “Commitment
Shares”) to Triton Funds LLC, manager of Triton, as an
inducement to and upon Triton’s execution of the Equity
Purchase Agreement.
The
Equity Purchase Agreement, Registration Rights Agreement and Share
Donation Agreement contain representations, warranties and other
provisions customary for transactions of this nature.
In
connection with the Equity Purchase Agreement and the issuance of
the Put Shares, the Company agreed to file, prior to the issuance
of any Put Shares, a Certificate of Designations for the Series P
Preferred in the form attached to the Equity Purchase Agreement
(the “Series P Certificate of Designations”). Each
share of Series P Preferred will be convertible into shares of
common stock at the Conversion Rate. This Conversion Rate will be
subject to adjustment in the event of stock splits, stock
dividends, combination of shares and similar recapitalization
transactions. The Company is prohibited from effecting the
conversion of shares of the Series P Preferred to the extent that,
as a result of such conversion, the holder would beneficially own
more than 4.99%, in the aggregate, of the issued and outstanding
shares of the Company’s common stock calculated immediately
after giving effect to the issuance of shares of common stock upon
the conversion of the Series P Preferred (the “Beneficial
Ownership Limitation”). The Beneficial Ownership Limitation
may be increased by the holder up to, but not exceeding, 9.99%.
Each share of Series P Preferred entitles the holder to vote on all
matters voted on by holders of common stock. With respect to any
such vote, each share of Series P Preferred entitles the holder to
cast a number of votes equal to the number of shares of common
stock such shares of Series P Preferred Stock are convertible into
at such time, but not in excess of the Beneficial Ownership
Limitation.
The
issuances pursuant to the Equity Purchase Agreement and the Share
Donation Agreement are exempt from registration requirements
pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) the Securities
Act of 1933, as amended (the “Securities Act”) and
Regulation D under the Securities Act.
The
foregoing descriptions of the Equity Purchase Agreement, Series P
Certificate of Designations, Registration Rights Agreement and
Share Donation Agreement are subject to and qualified in their
entirety by the Equity Purchase Agreement, Form of Series P
Certificate of Designations, Registration Rights Agreement and
Share Donation Agreement attached as Exhibits 10.1, 10.2, and 10.3,
respectively.
ITEM
3.02
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Unregistered Sales of Equity Securities.
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To the
extent required by Item 3.02 of Regulation 8-K, the disclosures set
forth in Item 1.01 of this Current Report on Form 8-K are hereby
incorporated by reference.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits.
Exhibit No.
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Description
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Equity
Purchase Agreement with Triton Funds LP
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Registration Rights
Agreement
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Share
Donation 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:
November 20, 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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