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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - MABVAX THERAPEUTICS HOLDINGS, INC.ex101.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - MABVAX THERAPEUTICS HOLDINGS, INC.ex10-2.htm
EX-3.1 - CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE 0% SERIES H CONVERTIB - MABVAX THERAPEUTICS HOLDINGS, INC.ex3-1.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 3, 2017
 
 
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 [X]
 
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 May 3, 2017, MabVax Therapeutics Holdings, Inc. (the “Company”) entered into separate subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”) pursuant to which the Company agreed to sell an aggregate of $850,000 of 0% Series H Convertible Preferred Stock (the “Series H Preferred Stock”).
 
The shares of Series H Preferred Stock are convertible into shares of common stock, par value $0.01 per share (the "Common Stock"), based on a conversion calculation equal to the stated value of the Series H Preferred Stock, plus all accrued and unpaid dividends (the “Base Amount”), if any, on such Series H Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series H Preferred Stock is $1,000 and the initial conversion price is $1.75 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 H Preferred Stock will be entitled to a per share preferential payment equal to the Base Amount. All shares of our capital stock will be junior in rank to Series H Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company other than Series A through G Preferred Stock. The holders of Series H Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series H 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 H Preferred Stock then held.
 
We are prohibited from effecting a conversion of the Series H 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 Ccommon Stock upon conversion of the Series H 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 H Preferred Stock, but not in excess of the beneficial ownership limitations.
 
The shares 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”). On the closing date, the Company entered into 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 by the Securities and Exchange Commission within sixty (60) days of the closing date and to maintain the effectiveness of the registration statement until all of such shares 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 Subscription Agreements and the Registration Rights Agreements are not complete and are qualified in their entireties by reference to the full text of the form of Subscription Agreement and the form of Registration Rights Agreement, copies of which are filed as Exhibit 10.1 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 May 3, 2017, the Company filed a Certificate of Designations, Preferences and Rights of the 0% Series H Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State, designating 2,000 shares of preferred stock as Series H Preferred Stock.
 
The foregoing description of the Series H Preferred Stock 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 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
 
 
3.1
Form of Certificate of Designations, Preferences and Rights of the 0% Series H Convertible Preferred Stock
 
 
10.1
Form of Subscription Agreement
 
 
10.2
Form of Registration Rights Agreement
 
 
 
 
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: May 3, 2017
 
 
 
 
 
/s/ J. David Hansen
 
 
 
 
 
 
J. David Hansen
 
 
 
 
 
 
President and Chief Executive Officer