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): July 1,
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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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 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
On July 1, 2017, MabVax Therapeutics Holdings, Inc.
(“Company”) entered into renewed employment agreements
with each of J. David Hansen, its Chairman, President and Chief
Executive Officer, Paul W. Maffuid, Ph.D., its Executive Vice
President of Research and Development, and Gregory P. Hanson, CMA,
MBA, its Chief Financial Officer (the “Employment
Agreements”). The principal purpose of each of the Employment
Agreements was to extend the term of each of Mr. Hansen’s,
Dr. Maffuid’s and Mr. Hanson’s (the
“Executives”) employment through July 1, 2020 as
previously entered into employment agreements terminated or will
terminate on July 1, 2017, July 21, 2017 and July 1, 2017,
respectively. These agreements supersede and replace the Employment
Agreements between the Company and each of Mr. Hansen and Mr.
Hanson dated July 1, 2014 and the Employment Agreement between the
Company and Dr. Maffuid dated July 21, 2014 (the “Prior
Agreements”) and contain substantially the same terms as the
Prior Agreements except as set forth below.
Employment Agreements
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Effective
Date:
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July 1, 2017
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Expiration
Date:
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July 1, 2020
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Equity
Compensation:
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The Executives may receive equity compensation at
the discretion of the Company’s Board of
Directors.
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Name of Executive
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Title
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Base Salary
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Bonus Eligibility*
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J. David Hansen
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Chairman of the Board of Directors, President and Chief Executive
Officer
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$430,000
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Up to 50% of Base Salary
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Paul W. Maffuid, Ph.D.
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Executive Vice President of Research and Development
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$325,000
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Up to 30% of Base Salary
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Gregory P. Hanson CMA, MBA
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Chief Financial Officer
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$310,000
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Up to 30% of Base Salary
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*
Bonus is based on certain performance-based objectives established
by the Company.
The
Company’s entry of the Prior Agreements and summaries of the
material terms thereof were disclosed in the Company’s Annual
Report on Form 10-K filed on March 1, 2017, which summaries are
qualified in their entirety by reference to the full text of the
Prior Agreements, and filed as Exhibits 10.9 and 10.10 to the
Company’s Quarterly Report on Form 10-Q filed on August 8,
2014 and Exhibit 10.5 to the Company’s Quarterly Report on
Form 10-Q/A filed on August 12, 2015, which are incorporated herein
by reference.
On
July 1, 2017, the Company also entered into an amendment to its
employment agreement with Wolfgang W. Scholz, Ph.D. to extend the
term of Dr. Scholz’s employment under the employment
agreement between the Company and Dr. Scholz dated July 1, 2014 to
have a new expiration date of June 30, 2018. All other terms of Dr.
Scholz’s employment agreement that were in effect prior to
the amendment remain in effect. The entry of Dr. Scholz’s
employment agreement and summaries of the material terms thereof
were disclosed in the Company’s Current Report on Form 8-K
filed on July 9, 2014, which summaries are qualified in their
entirety by reference to the full text of the Dr. Scholz’s
employment agreement, filed as Exhibit 10.11 to the Company’s
Quarterly Report filed on Form 10-Q on August 8, 2014, which are
incorporated herein by reference.
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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: July 3, 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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