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| EX-99.1 - PRESS RELEASE - MABVAX THERAPEUTICS HOLDINGS, INC. | ex99-1.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): August 16,
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:
☐
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
3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
August 16, 2017, MabVax Therapeutics Holdings, Inc. (the
“Company”) received a letter from the Listing
Qualifications Department of the NASDAQ Stock Market (the
“Staff”) notifying the Company that the
stockholders’ equity of $86,814 as reported in the
Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017, was below the minimum stockholders’ equity of
$2,500,000 required for continued listing on the NASDAQ Capital
Market as set forth in NASDAQ listing rule 5550(b)(1) (the
“Rule”). The
decline in the Company’s stockholders’ equity was
largely a result of planned expenditures related to Phase 1
clinical trials of the Company’s therapeutic antibody
MVT-5873 and the PET diagnostic imaging product MVT-2163. A total
of 50 patients with locally advanced or metastatic pancreatic
cancer were treated with MVT-5873 or imaged with MVT-2163. The
phase 1 trial results from both studies were presented in June of
2017. Results from both trials were highly encouraging
demonstrating early safety, specificity for the target and a
potential efficacy signal. The lead development program, the
radioimmunotherapy product MVT-1075, has just entered the clinic in
a phase 1 dose escalation safety trial. While all trials were
completed on time and within budget, clinical expenses exceeded the
capital that was raised to perform the studies. The Company was
unable to leverage the successful phase 1 trial results and raise
the necessary capital to maintain stockholders’ equity
sufficiently early enough before the quarter ended June 30,
2017.
The
Company has been provided 45 calendar days, or until September 30,
2017, to submit a plan (the “Plan”) to regain
compliance with the Rule. If the Plan is accepted, the Staff may
grant an extension of up to 180 calendar days from the date of the
notification letter (the “Maximum Extension”) to
evidence compliance with the Rule.
While
the Company is exercising diligent efforts to maintain the listing
of its common stock on NASDAQ, and intends to timely provide NASDAQ
with its Plan to regain compliance with the Rule, there can be no
assurance that the Staff will accept the Plan or that if the Plan
is accepted, the Maximum Extension will be granted or that the
Company will be able to regain compliance with the
Rule.
In the event the Plan is not accepted or the Company fails to
demonstrate compliance during the extension period, the Company
expects the Staff to provide written notification to the Company
that its securities will be delisted from the NASDAQ Capital Market
(a “Delisting Notice”). If the Company receives a
Delisting Notice, the Company may appeal the Staff’s
determination to delist its securities to a Hearings
Panel.
ITEM 7.01
REGULATION
FD DISCLOSURE.
On August 22, 2017, the Company issued a press release announcing
the closing of $1.3 million registered direct offering, engaging an
advisory bank to explore strategic alternatives, and the receipt of
a letter from the NASDAQ Capital Market giving the Company notice
that the Company was below the minimum stockholders’
equity of $2,500,000 required for continued listing on the NASDAQ
Capital Market as set forth in NASDAQ listing rule 5550(b)(1).
The press release is attached hereto
as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit
99.1 hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as
expressly set forth in such filing.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished with
this Current Report on Form 8-K.
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Exhibit No.
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Description
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99.1
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Press
Release dated August 22, 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: August 22, 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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