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): May 15,
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 as defined in Rule 405 of the Securities Act of
1933
(§230.405
of this chapter) or Rule 12b2 of the Securities Exchange Act of
1934 (§240.12b2 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
15, 2017, MabVax Therapeutics Holdings, Inc. (the
“Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Laidlaw & Company
(UK) Ltd. (“Laidlaw”), as underwriter (the
“Underwriter”), pursuant to which, among other things,
the Company agreed to issue and sell to the Underwriter, and the
Underwriter agreed to purchase from the Company, in an underwritten
public offering (the “Offering”), an aggregate of
1,342,858 shares of the Company’s common stock (the
“Common Stock”), and an aggregate of 1,000,000
shares of 0% Series G Convertible Preferred Stock (the
“Series G Preferred Stock”) at a public offering price
of $1.75 per share of Common Stock. The Series G Preferred Stock
will be sold to certain existing investors in the Offering who, as
a result of their purchases of Common Stock, would hold in excess
of 4.99% of our issued and outstanding Common Stock, and elect to
receive shares of our Series G Preferred Stock and is initially
convertible into 1,000,000 shares of Common Stock, subject to
adjustment for stock splits, stock dividends, recapitalizations,
combinations, subdivisions or other similar events. Delaney Equity
Group LLC, a registered broker dealer, is acting as selling
group member in connection with the sale of Common Stock and Series
G Preferred Stock sold in the Offering.
The shares of
Common Stock and Series G Preferred Stock are being offered and
sold to the public pursuant to the Company’s registration
statement on Form S-1 (File No. 333-216016), as amended (as so
amended, the “Registration Statement”), which was
declared effective by the Securities and Exchange Commission (the
“SEC”) on May 12, 2017. Under the terms of the
Underwriting Agreement, the Company granted to the Underwriter an
option, exercisable in whole or in part at any time (but not more
than once) for a period of 45 days from the date of the closing of
the Offering, to purchase up to an additional up to an additional
201,428 shares of Common Stock at a price of $1.75 per
share.
Net
proceeds from the Offering are expected to be approximately $3.4
million (excluding any sale of shares of Common Stock pursuant to
the over-allotment option granted to the Underwriter), after
deducting underwriting discounts and commissions and estimated
Offering expenses payable by the Company. The purchase and sale of
the Common Stock and Series G Preferred Stock, and the closing of
the Offering, is expected to take place on or about May 19, 2017,
subject to the satisfaction of customary closing
conditions.
The
Underwriting Agreement contains customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriter for losses or damages arising out of or in connection
with the Offering, including for liabilities under the Securities
Act of 1933, as amended, other obligations of the parties and
termination provisions. In addition, pursuant to the terms of the
Underwriting Agreement, each of the Company’s directors and
executive officers have entered into “lock-up”
agreements with the Underwriter that generally prohibit, without
the prior written consent of Laidlaw, the sale, transfer or other
disposition of securities of the Company for a period ending 90
days following May 15, 2017. The Company also agreed to pay the
Underwriter’s expenses relating to the Offering, including,
without limitation, any fees and expenses of the
Underwriter’s counsel, up to a maximum of
$80,000.
The
foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the copy of the Underwriting Agreement to be issued by
the Company in the Offering, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K.
The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to the Underwriting Agreement and may be subject to
limitations agreed upon by the contracting parties. Accordingly,
the Underwriting Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the
Underwriting Agreement and not to provide investors with any other
factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the
Company’s periodic reports and other filings with the
SEC.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
involve risks and uncertainties, such as statements related to the
anticipated closing of the Offering and the amount of proceeds
expected from the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions
to closing on a timely basis or at all, market conditions, and
other risks detailed from time to time in the
Company’s periodic reports and other filings with
the SEC. You are cautioned not to place undue reliance on
forward-looking statements, which are based on the Company’s
current expectations and assumptions and speak only as of the date
of this Current Report on Form 8-K. The Company does not
intend to revise or update any forward-looking statement in
this Current Report on Form 8-K as a result of new
information, future events or otherwise, except as required by
law.
Item
5.03
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Series G Preferred Stock
On May
15, 2017, the Company filed a Certificate of Designations,
Preferences and Rights of the 0% Series G Convertible Preferred
Stock (the “Certificate of Designations”) with the
Delaware Secretary of State, designating 5,000,000 shares of
preferred stock as Series G Preferred Stock.
The
shares of Series G Preferred Stock are convertible into shares of
Common Stock based on a conversion calculation equal to the stated
value of such Series G Preferred Stock, plus all accrued and unpaid
dividends, if any, on such Series G Preferred Stock, as of such
date of determination, divided by the conversion price. The stated
value of each share of Series G Preferred Stock is $1.75 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 G Preferred Stock will be entitled to a per share
preferential payment equal to the par value of $0.01 per share. All
shares the Company’s capital stock will be junior in rank to
Series G Preferred Stock with respect to the preferences as to
dividends, distributions and payments upon the liquidation,
dissolution and winding-up of the Company, except for the
Company’s Series D Convertible Preferred Stock, Series E
Convertible Preferred Stock, Series F Convertible Preferred Stock,
and Series H Convertible Preferred Stock.
The
holders of Series G Preferred Stock will be entitled to receive
dividends if and when declared by the Company’s board of
directors. The Series G Preferred Stock shall participate on an
“as converted” basis, with all dividends declared on
the Company’s Common Stock. In addition, if the Company
grants, issues or sells any rights to purchase its securities pro
rata to all its record holders of its 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 G Preferred Stock then held.
The
Company is prohibited from effecting a conversion of the Series G
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 Common Stock upon conversion of the
Series G 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 G Preferred Stock, but not in excess of the
beneficial ownership limitations.
The
foregoing description of the Series G Preferred Stock is qualified
in its entirety by reference to the full text of the Certificate of
Designations, a copy of which is filed as Exhibit 3.1 to this
report and is incorporated by reference herein.
Item
8.01
Other Events.
On May
15, 2017, the Company issued a press release announcing the pricing
of its public offering of up to 1,342,858 shares of Common Stock
and 1,000,000 shares of Series G Preferred Stock at a public
offering price of $1.75 per share of Common Stock and Series G
Preferred Stock. Investors who, as a result of their
purchase and ownership of Common Stock would hold in excess of
4.99% of the Company’s Common Stock, were entitled to elect
to receive shares of Series G Preferred Stock. A copy of
the press release is attached hereto as Exhibit 99.1.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
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1.1
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Underwriting
Agreement Dated May 15, 2017
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3.1
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Certificate
of Designations, Preferences and Rights of Series G Convertible
Preferred Stock
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99.1
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Press
Release Dated May 15, 2017
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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 15, 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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