Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx8k_aug162017.htm |
Exhibit 99.1
MabVax Therapeutics Holdings, Inc. Announces the Closing of $1.3
Million Registered Direct Offering and Is Engaging an Advisory Bank
to Explore Strategic Alternatives
-Lead Investor Commits to Invest Additional $1.0M Upon Approval of
Various Proposals in a Special Meeting of Stockholders to be
Scheduled
SAN
DIEGO, August 22, 2017 – MabVax Therapeutics Holdings, Inc.
(Nasdaq: MBVX), a clinical-stage biotechnology company focused on
the development of antibody-based products to address unmet medical
needs in the treatment of cancer, today announced the close of its
securities purchase agreements with investors providing for the
registered sale of approximately $1,312,500 of shares of Series J
Convertible Preferred Stock, representing approximately 2,386.36
shares at a purchase price of $550 per share. The shares of
preferred stock are convertible into 2,386,364 shares of the
Company’s common stock, based on a fixed conversion price of
$0.55 per share and a stated value of $550 per
share.
The total gross proceeds of the offering of approximately $1.3
million will be used for working capital and general corporate
purposes. Additionally, the lead investor committed to invest an
additional $1.0 million following approval of a series of proposals
in a special meeting of stockholders to be scheduled for a date on
or about September 28, 2017.
The shares of Series J Convertible Preferred Stock, and the shares
of common stock issuable upon conversion of the Series J
Convertible Preferred Stock, were sold to the public under the
Company’s shelf registration statement on Form S-3 (File No.
333-219291), initially filed with the Securities and Exchange
Commission on July 14, 2017 and declared effective on July 27,
2017. The final prospectus supplement has been filed with the SEC
and will form a part of the effective registration
statement.
MabVax also announced that it is engaging a leading global
independent investment bank to serve as a financial advisor to
assist the Company in exploring and evaluating strategic options
with the goal of maximizing shareholder value. The investment bank
will be assisting the Company in evaluating transaction options
currently being considered, which could include the acquisition of
MabVax by another company, the sale or divestiture of
specific assets, merging with another company, licensing of
selected technologies or a combination of selected divestitures
followed by a reverse merger. MabVax does not have a defined
timeline for the exploration of strategic alternatives and is not
confirming that the evaluation will result in any strategic
alternative being announced or consummated. The Company does
not intend to discuss or disclose further developments during this
process unless and until its Board of Directors has approved a
specific action or otherwise determined that further disclosure is
appropriate.
“We have been taking deliberate steps to identify ways to
secure the necessary capital to fund the Company in order to
advance our pipeline. While very challenging, we believe our
financing strategy along with the opportunity to work with an
investment bank that specializes in strategic transactions may
provide the
potential for the catalytic impact needed at this important time in
the evolution of MabVax,”
stated David Hansen, MabVax’s President and Chief Executive
Officer. “We remain fully committed to advancing our lead
product candidate, MVT-1075, a fully human antibody
radioimmunotherapy (“RIT”) program in Phase 1
development for the treatment of CA19-9 positive malignancies
including pancreatic, colon and lung cancers, from which we expect
to report interim data by the end of this year. Moving forward,
securing additional financing will enable us to further leverage
our fully human antibody platform and prioritize our pipeline with
the goal of addressing significant unmet medical needs for the
treatment of cancer.”
The Company plans to schedule a special meeting of stockholders to
be held on or about September 28, 2017, to approve (1) an amendment
to the Company’s Certificate of Incorporation to effect a
reverse stock split of its issued and outstanding common stock by a
ratio of not less than one-for-two, and not more than
one-for-twenty at any time prior to one year from the date of the
special meeting, with the exact ratio to be set as a whole number
within this range as determined by the Board of Directors; (2) the
potential issuance of up to 3,400,000 shares of common stock upon
conversion of Series J Preferred Stock issued to investors in the
financing consummated on August 14, 2017, in excess of 19.99% of
the number of shares of common stock that were issued and
outstanding on August 14, 2017; (3) the potential issuance of up to
6,500,000 shares of common stock upon conversion of Series K
Preferred Stock issued to investors in the financing consummated on
August 14, 2017, in excess of 19.99% of the number of shares of
common stock that were issued and outstanding on August 14, 2017;
(4) the issuance of securities in one or more non-public offerings
where the maximum discount at which securities will be offered will
be equivalent to a discount of 30% below the market price of the
common stock, as required by and in accordance with Nasdaq
marketplace Rule 5635(k); (5) the issuance of securities equivalent
to a discount of 20% below the market price of the common stock, as
required by and in accordance with Nasdaq Marketplace Rule 5635(d);
and (6) the Fifth Amended and Restated MabVax Therapeutics
Holdings, Inc. 2014 Employee, Director and Consultant Equity
Incentive Plan including authorization of the Board of Directors to
pay an incentive bonus to management upon successful consummation
of a transaction or series of transactions that cause a change in
control of the Company.
Additionally, the Company announced that it has received a letter
of notice from the Nasdaq Capital Market (the “Capital
Market”) stating that as of August 15, 2017, the Company does
not meet the alternatives of market value of listed securities or
net income from continuing operations, and therefore no longer
complies with the Nasdaq Listing Rule (the “Rule”)
requiring companies to maintain a minimum of $2,500,000 in
stockholders’ equity for continued listing.
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 the two earlier Phase
1 trials were completed on time and within budget, clinical
expenses exceeded the capital that was raised to perform the
studies.
The Nasdaq has provided the Company with 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.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities law of any such state or jurisdiction. Additional
information can be found in the Company's filings with the SEC
available at www.sec.gov and
on the Company's website at www.mabvax.com.
About MabVax:
MabVax Therapeutics Holdings, Inc. is a clinical-stage
biotechnology company with a fully human antibody discovery
platform focused on the rapid translation into clinical development
of products to address unmet medical needs in the treatment of
cancer. Our antibody MVT-5873, is a fully human IgG1 monoclonal
antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on
CA19-9, and is currently in Phase 1 clinical trials as a
therapeutic agent for patients with pancreatic cancer and other
CA19-9 positive tumors. CA19-9 is expressed in over 90% of
pancreatic cancers and in other diseases including small cell lung
and GI cancers. CA19-9 plays an important role in tumor adhesion
and metastasis, and is a marker of an aggressive cancer phenotype.
CA19-9 serum levels are considered a valuable adjunct in the
diagnosis, prognosis and treatment monitoring of pancreatic cancer.
With our collaborators including Memorial Sloan Kettering Cancer
Center, Rockefeller University, Sarah Cannon Research Institute,
Honor Health and Imaging Endpoints, we have treated 50 patients
with either our therapeutic antibody designated as MVT-5873 or our
PET imaging diagnostic product designated as MVT-2163 in Phase 1
clinical studies, and demonstrated early safety, specificity for
the target and a potential efficacy signal. Patient dosing has
commenced for our lead development program in Phase 1 clinical
study of the Company's radioimmunotherapy product MVT-1075.
For additional information, please visit the Company's
website, www.mabvax.com.
Forward Looking Statements:
This
press release on announcing the closing of our registered direct
offering contains "forward-looking statements" regarding matters
that are not historical facts, including statements relating to the
Company's clinical trials and product development pipeline. We have
no assurance that all the product development pipeline will be
fully developed by the Company. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as "anticipates," "plans," "expects,"
"intends," "will," "potential," "hope" and similar expressions are
intended to identify forward-looking statements. These
forward-looking statements are based upon current expectations of
the Company and involve assumptions that may never materialize or
may prove to be incorrect. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of various risks and
uncertainties. Detailed information regarding factors that may
cause actual results to differ materially from the results
expressed or implied by statements in this press release relating
to the Company may be found in the Company's periodic filings with
the Securities and Exchange Commission, including the factors
described in the section entitled "Risk Factors" in its annual
report on Form 10-K for the fiscal year ended December 31, 2016, as
amended and supplemented from time to time and the Company's
Quarter Reports on Form 10-Q and other filings submitted by the
Company to the SEC, copies of which may be obtained from the SEC's
website at www.sec.gov.
The parties do not undertake any obligation to update
forward-looking statements contained in this press
release.
Investor Contact:
Jenene
Thomas
Jenene
Thomas Communications, LLC
Phone:
+1 (908) 938-1475
Email: jtc@jenenethomascommunications.com