Attached files
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| EX-10.1 - FORM OF EXCHANGE AGREEMENT - MABVAX THERAPEUTICS HOLDINGS, INC. | ex10-1.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 10,
2017
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-31265
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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 Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
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
10, 2017, MabVax Therapeutics Holdings, Inc., a Delaware
corporation (the “Company”) entered into separate
exchange agreements (the “Exchange Agreements”) with
certain holders (each a “Holder”; collectively the
“Holders”) of $850,000 of the Company’s Series H
Convertible Preferred Stock (the “Exchange
Securities”), previously issued by the Company. Pursuant to
the Exchange Agreements, the Holders shall exchange the Exchange
Securities and relinquish any and all other rights they may have
pursuant to the Exchange Securities, their respective governing
agreements and certificates of designation, including any related
registration rights, in exchange for an aggregate of $850,000
(485,714 shares) of the Company’s to be designated 0% Series
G Convertible Preferred Stock (the “Series G Preferred
Stock”), par value $0.01 per share, initially convertible
into 485,714 shares of the Company’s common stock, par value
$0.01 per share (the “Exchange”).
No
commission or other payment was received by the Company in
connection with the Exchange Agreements. The closing of the
Exchange will be subject to closing on the sale of the
Company’s Series G Preferred Stock. The shares of Series G
Preferred Stock issuable pursuant to the Exchange Agreements will
be issued in reliance on the exemption from registration contained
in Section 3(a)(9) of the Securities Act of 1933, as amended (the
“Securities Act”) and the common stock issuable upon
conversion of the Series G Preferred Stock is expected to be
registered for resale under the Act.
The
foregoing description of the Exchange Agreement is incomplete and
is subject to, and qualified in its entirety by, the full text of
the form of Exchange Agreements which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Item
3.02
Unregistered Sales of Equity Securities.
The
disclosures in Item 1.01 of this Current Report are incorporated
herein by reference.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
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3.1
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Form of
Certificate of Designations, Preferences and Rights of the 0%
Series H Convertible Preferred Stock*
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10.1
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Form of
Exchange Agreement
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* Filed
as Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 3, 2017
and incorporated by reference herein.
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 10, 2017
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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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