Attached files
As filed with the Securities and Exchange Commission on February 8, 2016
Registration No. 333-209159
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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2834
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93-0987903
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(State or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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of incorporation or organization)
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Classification Code Number)
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Identification Number)
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11588 Sorrento Valley Road, Suite 20
San Diego, CA 92121
(858) 259-9405
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
J. David Hansen
Chief Executive Officer
MabVax Therapeutics Holdings, Inc.
11588 Sorrento Valley Road, Suite 20
San Diego, CA 92121
(858) 259-9405
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Harvey Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Fl.
New York, NY 10006
(212) 930-9700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-209159) of MabVax Therapeutics Holdings, Inc. is being filed solely to (i) file Exhibit 5.1 and (ii) amend Item 16 to add Exhibit 10.54 and to file such Exhibit 10.54. Accordingly this Amendment No. 1 consists solely of the facing page, this explanatory note, the signature page, an amended and restated Item 16 and the exhibits filed herewith. This filing does not modify any provision of the Registration Statement except as specifically noted herein.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
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Exhibit
No.
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Description
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Form
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Filing
Date/Period
End
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Exhibit
Number
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2.1
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Agreement and Plan of Merger and Reorganization, dated May 12, 2014, between the Company, Tacoma Acquisition Corp., Inc. and MabVax Therapeutics, Inc.
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8-K
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5/12/2014
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2.1
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2.2
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Amendment No.1, dated as of June 30, 2014, by and between the Company and MabVax Therapeutics, Inc.
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8-K
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7/1/2014
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2.1
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2.3
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Amendment No.2 to the Agreement and Plan of Merger, dated July 7, 2014, by and among the Company, Tacoma Acquisition Corp. and MabVax Therapeutics, Inc.
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8-K
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7/9/2014
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2.1
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3.1
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Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock
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8-K
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9/3/2014
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3.1
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3.2
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Amended and Restated Certificate of Incorporation
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8-K
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9/9/2014
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3.1
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3.3
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Certificate of Amendment of Amended and Restated Certificate of Incorporation
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8-K
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9/9/2014
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3.2
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3.4
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Amended and Restated Bylaws
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8-K
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12/14/2007
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3.2
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3.5
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Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock
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8-K
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3/26/2015
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3.1
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3.6
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Certificate of Designations, Preferences and Rights of Series E Convertible Preferred Stock
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10-K
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3/31/2015
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3.8
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4.1
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Securities Purchase Agreement, dated as of February 12, 2014, between MabVax Therapeutics, Inc. and the purchasers set forth on the signature pages thereto including that certain Amendment No. 1 to Securities Purchase Agreement, dated as of May 12, 2014, between MabVax Therapeutics, Inc. and the persons and entities identified on the signature pages thereto
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8-K
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5/12/2014
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10.3
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4.2
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Registration Rights Agreement, dated as of February 12, 2014, between MabVax Therapeutics, Inc. and the persons and entities identified on the signature pages thereto
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8-K
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5/12/2014
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10.2
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4.3
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Form of Exchange Agreement
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8-K
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9/3/2014
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10.1
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4.4
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Form of Waiver Letter
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8-K
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9/3/2014
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10.2
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4.5
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Form of Common Stock Certificate
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S-1
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9/29/2014
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4.1
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4.6
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Form of Waiver Extension Letter
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8-K
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9/30/2014
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10.1
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4.7
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Form of Subscription Agreement, dated March 31, 2015, between the Company and the subscribers set forth on the signature pages thereto
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10-K
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3/31/2015
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4.11
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4.8
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Form of Common Stock Purchase Warrant
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10-K
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3/31/2015
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4.12
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4.9
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Form of Registration Rights Agreement, dated March 31, 2015, between the Company and the persons and entities identified on the signature pages thereto
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10-K
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3/31/2015
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4.13
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4.10
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Form of Secured Promissory Note
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8-K
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1/19/2016
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4.1
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4.11
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Form of Warrant
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8-K
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1/19/2016
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4.2
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5.1*
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Opinion of Sichenzia Ross Friedman Ference LLP, as to the legality of the securities being registered
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10.1
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Separation Agreement and Release, dated May 12, 2014, between Michael M. Wick and the Company
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8-K
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5/12/2014
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10.4
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10.2
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Separation Agreement and Release, dated May 12, 2014, between William P. Kaplan and the Company
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8-K
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5/12/2014
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10.5
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10.3
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Separation Agreement and Release, dated May 12, 2014, between Steven R. Schow and the Company
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8-K
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5/12/2014
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10.6
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10.4
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Separation Agreement and Release, dated May 12, 2014, between Wendy K. Wee and the Company
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8-K
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5/12/2014
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10.7
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10.5
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Michael Wick Resignation Letter, dated July 7, 2014
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8-K
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7/9/2014
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99.1
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10.6
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Edward W. Cantrall Resignation Letter, dated July 7, 2014
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8-K
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7/9/2014
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99.2
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10.7
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Steven R. Goldring Resignation Letter, dated July 7, 2014
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8-K
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7/9/2014
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99.3
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10.9
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Richard B. Newman Resignation Letter, dated July 7, 2014
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8-K
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7/9/2014
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99.4
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10.10
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Employment Agreement, dated July 1, 2014, by and between MabVax Therapeutics, Inc. and J. David Hansen
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10-Q
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8/8/2014
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10.9
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10.11
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Employment Agreement, dated July 1, 2014, by and between MabVax Therapeutics, Inc. and Gregory P. Hanson
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10-Q
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8/8/2014
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10.10
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10.12
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Employment Agreement, dated July 1, 2014, by and between MabVax Therapeutics, Inc. and Wolfgang W. Scholz, Ph.D.
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10-Q
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8/8/2014
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10.11
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10.13
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Securities Purchase Agreement, dated July 8, 2014, by and between MabVax Therapeutics, Inc. and certain institutional investors set forth therein
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10-Q
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8/8/2014
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10.12
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10.14
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Form of Indemnification Agreement
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8-K
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9/9/2014
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10.1
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10.15
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Second Amended and Restated MabVax Therapeutics Holdings, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan
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10-K
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3/31/2015
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10.15
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10.16
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Non-Employee Director Compensation Policy
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10-Q/A
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8/12/2015
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10.1
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10.17
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Standard Industrial Net Lease, dated as of May 23, 2008, by and between MabVax Therapeutics, Inc. and Sorrento Square
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10-Q/A
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8/12/2015
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10.2
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10.18
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First Amendment to that Standard Industrial Net Lease, dated May 6, 2010, by and between MabVax Therapeutics, Inc. and Sorrento Square
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10-Q/A
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8/12/2015
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10.3
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10.19
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Second Amendment to that Standard Industrial Net Lease, dated August 1, 2012, by and between the Company and Sorrento Square
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10-Q/A
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8/12/2015
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10.4
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10.20
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Employment Agreement, dated July 21, 2014, 2014, by and between MabVax Therapeutics, Inc. and Paul Maffuid, Ph.D.
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10-Q/A
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8/12/2015
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10.5
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10.21
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Development and Manufacturing Services Agreement, dated April 15, 2014, by and between MabVax Therapeutics, Inc. and Gallus BioPharmaceuticals NJ, LLC
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10-Q/A
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8/12/2015
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10.6
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10.22
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Exclusive License Agreement for “Polyvalent Conjugate Vaccines for Cancer” (SK#14491), dated as of June 30, 2008, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.7
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10.23
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Research and License Agreement, dated as of April 7, 2008, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.8
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10.24
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Exclusive License to Unimolecular Antibodies, dated October 13, 2011, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.9
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10.25
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Option Agreement, dated August 29, 2014, by and between MabVax Therapeutics, Inc. and Juno Therapeutics, Inc.
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10-Q/A
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8/12/2015
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10.10
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10.26
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SBIR Contract from National Cancer Institute
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10-Q/A
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8/12/2015
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10.
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10.27
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Form of Exchange Agreement (Series A-1 Preferred Stock and Series A-1 Warrants).
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8-K
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3/26/2015
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10.1
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10.28
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Form of Exchange Agreement (Series B Preferred Stock and Series B Warrants).
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8-K
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3/26/2015
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10.2
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10.29
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2008 Equity Incentive Plan
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10-K
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3/31/2015
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10.29
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10.30
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Form of Option Agreement, 2008 Equity Incentive Plan
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10-K
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3/31/2015
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10.30
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10.31
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Form of Lockup Agreement dated as of April 3, 2015
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8-K
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4/6/2015
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10.3
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10.32
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Consulting Agreement with The Del Mar Consulting Group, Inc. and Alex Partners, LLC dated as of April 5, 2015
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8-K
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4/6/2015
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10.4
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10.33
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Form of Escrow Deposit Agreement dated as of April 14, 2015
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8-K
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4/15/2015
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10.1
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10.34
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Form of Amendment Agreement to Registration Rights Agreement
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8-K
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6/10/2015
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10.1
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10.35
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Amendment to Escrow Deposit Agreement dated June 22, 2015
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8-K
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6/24/2015
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10.1
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10.36
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Letter Agreement dated June 30, 2015 between MabVax Therapeutics, Inc. and OPKO Health, Inc.
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8-K
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7/1/205
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10.1
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10.37
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Form of Proposed Lease Agreement with AGP Sorrento Business Complex, L.P
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S-1
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8/25/2015
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10.37
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10.38
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Form of Amendment Agreement No. 2 to Registration Right s Agreement
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8-K
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8/4/2015
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10.1
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10.39
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Non-Employee Director Compensation Policy
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10-Q/A
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8/12/2015
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10.1
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10.41
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Standard Industrial Net Lease, dated as of May 23, 2008, by and between MabVax Therapeutics, Inc. and Sorrento Square
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10-Q/A
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8/12/2015
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10.2
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10.42
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First Amendment to that Standard Industrial Net Lease, dated May 6, 2010, by and between MabVax Therapeutics, Inc. and Sorrento Square
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10-Q/A
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8/12/2015
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10.3
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10.43
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Second Amendment to that Standard Industrial Net Lease, dated August 1, 2012, by and between the Company and Sorrento Square
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10-Q/A
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8/12/2015
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10.4
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10.44
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Employment Agreement, dated July 21, 2014, by and between MabVax Therapeutics, Inc. and Paul Maffuid, Ph.D.
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10-Q/A
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8/12/2015
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10.5
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10.45
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Development and Manufacturing Services Agreement, dated April 15, 2014, by and between MabVax Therapeutics, Inc. and Gallus BioPharmaceuticals NJ, LLC
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10-Q/A
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8/12/2015
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10.6
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10.46
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Exclusive License Agreement for “Polyvalent Conjugate Vaccines for Cancer” (SK#14491), dated as of June 30, 2008, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.7
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10.47
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Research and License Agreement, dated as of April 7, 2008, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.8
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10.48
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Exclusive License to Unimolecular Antibodies, dated October 13, 2011, by and between MabVax Therapeutics, Inc. and Sloan-Kettering Institute for Cancer Research
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10-Q/A
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8/12/2015
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10.9
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10.49
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Option Agreement, dated August 29, 2014, by and between MabVax Therapeutics, Inc. and Juno Therapeutics, Inc.
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10-Q/A
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8/12/2015
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10.10
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10.50
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SBIR Contract from National Cancer Institute
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10-Q/A
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8/12/2015
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10.11
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10.51
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Lease by and between AGP Sorrento Business Complex, L.P., and MabVax Therapeutics Holdings, Inc., dated as of September 2, 2015
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8-K
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9/3/2015
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10.1
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10.52
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Form of Amendment Agreement No.3 to Registration Rights Agreement
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8-K
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10/13/2015
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10.1
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10.53
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Loan and Security Agreement dated as of January 15, 2016
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8-K
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1/19/2016
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10.1
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10.54*
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Form of Amendment Agreement
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11.1
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Statement of per share earnings
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S-1
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9/29/2014
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11.1
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21.1
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Subsidiaries of the Registrant
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S-1
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9/29/2014
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21.1
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23.1**
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Consent of Independent Registered Public Accounting Firm
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23.2*
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Consent of Sichenzia Ross Friedman Ference LLP. (included as part of Exhibit 5.1)
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24.1**
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Power of Attorney (included on signature page of this Form S-1)
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*
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Filed herewith.
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**
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Previously Filed
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Unless otherwise indicated, the above referenced exhibits are all incorporated by referenced herein from the original form on which such exhibit was originally filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-1/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on the 8th day of February 2016.
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MABVAX THERAPEUTICS HOLDINGS, INC.
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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
(Principal executive officer)
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By:
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/s/ Gregory P. Hanson
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Gregory P. Hanson
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Chief Financial Officer
(Principal financial and accounting officer)
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ J. David Hansen
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Chairman of the Board, President and Chief Executive Officer
(Principal executive officer)
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February 8, 2016
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J. David Hansen
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/s/ Gregory P. Hanson
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Chief Financial Officer
(Principal financial and accounting officer)
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February 8, 2016
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Gregory P. Hanson
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/s/ *
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Director
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February 8, 2016
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Kenneth M. Cohen
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/s/ *
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Director
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February 8, 2016
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Robert E. Hoffman
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/s/ *
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Director
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February 8, 2016
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Philip O. Livingston, M.D.
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/s/ *
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Director
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February 8, 2016
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Paul V. Maier
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/s/ *
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Director
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February 8, 2016
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Jeffrey V. Ravetch, M.D., Ph.D.
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/s/ *
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Director
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February 8, 2016
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Thomas Varvaro
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*By: /s/ Gregory P. Hanson
Gregory P. Hanson
AS: Attorney-in-Fact