Attached files
| file | filename |
|---|---|
| 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): September 6,
2017
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
000-31265
|
|
93-0987903
|
|
(State or
other jurisdiction of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS Employer
Identification
No.)
|
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 ☒
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
September 6, 2017, MabVax Therapeutics Holdings, Inc. (the
“Company”) received a letter from the Listing
Qualifications Department of the NASDAQ Capital Market (the
“Staff”) notifying the Company that it had not
maintained the minimum bid price of $1.00 per share, based on the
last 30 consecutive days, as required for continued listing on the
NASDAQ Capital Market as set forth in NASDAQ bid price rule
5550(a)(2) (the “Rule”). The
Company believes the decline in stock price was largely a result of
market forces that have anticipated that the Company will need to
raise capital to continue funding the Company’s lead clinical
development program for a radioimmunotherapy product designated as
MVT-1075.
The
Company has been provided 180 calendar days, or until March 5,
2018, to regain compliance with the Rule, which requires that the
closing bid price of the Company’s security is at least $1.00
for a minimum of ten consecutive business days. If the Company does not
regain compliance with the bid price requirement by March 5, 2018,
it may be eligible for an additional 180-day compliance period if
it meets the market value of publicly held shares requirement for
continued listing, all other initial inclusion requirements for The
Nasdaq Capital Market, except for the bid price requirement, and
provides written notice that it intends to regain compliance with
the bid price requirement during the second 180-day compliance
period.
The
Company intends to timely regain compliance with the Rule by
seeking stockholder approval at a special meeting of stockholders
scheduled for September 28, 2017, to implement a reverse stock
split; however, there can be no assurance that the stockholders
will approve a reverse stock split to regain compliance with the
Rule.
In the event the Company does not achieve the minimum bid price
during the extension period, and if it appears to the Staff that
the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible, then the Staff will provide
notice that the Company’s securities will be subject to
delisting (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.
As previously reported on a Current Report on Form 8-K, on August
22, 2017 the Company also received 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).
Item
7.01
Regulation
FD Disclosure..
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.
Press Release
dated September 6, 2017
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MABVAX THERAPEUTICS HOLDINGS, INC.
|
|
|
|
|
|
|||
|
Dated: September 8, 2017
|
|
|
|
|
|
/s/
J. David Hansen
|
|
|
|
|
|
|
|
J. David Hansen
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|