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8-K - CURRENT REPORT - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx8k.htm |
Exhibit
99.1
MabVax
Announces Adjournment of Special Meeting of
Stockholders
Special Meeting
to Resume on Monday, October 2, 2017
San Diego, September 28, 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 that its Special
Meeting of Stockholders scheduled for and convened on September 28,
2017 (the “Special Meeting”), was adjourned to achieve
a quorum on the proposals to be approved.
The
Special Meeting has been adjourned to 3:00 p.m. Pacific Daylight
Time/6:00 p.m. Eastern Daylight Time on Monday, October 2, 2017, at
the offices of the Company at 11535 Sorrento Valley Road, Suite
400, San Diego, CA 92121, to allow additional time for MabVax
stockholders to vote on proposals to approve the
following:
1. A
reverse stock split of the Company’s 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 September 28, 2018, with
the exact ratio to be set at a whole number within this range as
determined by the Board of Directors;
2. The
potential issuance of up to an aggregate of 3,400,000 shares of
common stock, in excess of 19.99% of the number of shares of common
stock that were issued and outstanding on August 11, 2017,
consisting of (i) 2,386,360 shares of common stock issuable upon
conversion of Series J Preferred Stock, issued to investors in a
financing consummated in August 2017 and (ii) 1,013,640 shares of
common stock available for issuance under designated but unissued
shares of Series J Preferred Stock;
3. If
the Proposal 2 is approved, to approve the potential issuance of up
to 6,500,000 shares of common stock upon conversion of Series K
Preferred Stock issuable in connection with a financing consummated
in August 2017, in excess of 19.99% of the number of shares of
common stock that were issued and outstanding on August 11,
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(d);
5. 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 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
the reservation of 6,128,406 shares of common stock for issuance,
each as set forth in the MabVax's proxy statement filed with the
Securities and Exchange Commission ("SEC").
The
affirmative vote of over 50% of the issued and outstanding voting
power of MabVax's outstanding voting shares is required for the
approval of the reverse stock split; a majority of the votes cast
is required for the approval of Proposal 2, provided however, that
no shares of common stock underlying the Series J Preferred Stock
may be counted towards approval of this proposal; a majority of the
votes cast is required for the approval of Proposal 3, provided
however, that no shares of common stock underlying the Series K
Preferred Stock may be counted towards approval of this proposal;
and a majority of the votes cast is required for the approval of
each of the remaining proposals.
During
the period of the adjournment, MabVax will continue to solicit
proxies from its stockholders with respect to the proposals set
forth in the proxy statement. Only stockholders of record on the
record date of August 28, 2017, are entitled to and are being
requested to vote. If a stockholder has previously submitted its
proxy card and does not wish to change its vote, no further action
is required by such stockholder.
No
changes have been made in the proposals to be voted on by
stockholders at the Special Meeting. The Company's proxy statement
and any other materials filed by the Company with the SEC remain
unchanged and can be obtained free of charge at the SEC's website
at www.sec.gov.
MabVax encourages all stockholders that have not yet voted to vote
their shares by 11:59 p.m. on Sunday, October 1, 2017, Eastern
daylight time. If you have not voted, or have mislaid
your proxy materials or are uncertain if you have voted all the
shares you are entitled to vote please see "How You Can Vote,"
below. Every single vote counts.
How You Can Vote
While
MabVax's record holders have four methods of voting, MabVax does
not believe that there is sufficient time for record holders to
vote by mail at this time. The deadline for voting online is
11:59 pm EDT on Sunday October 1, 2017. Thus, MabVax encourages
record holders to vote in one of the three following
manners:
Stockholders of Record
For
your convenience, our record holders have three methods of voting
– please call the Company at
858-259-9405 if you need assistance or if you have lost your
control number:
1.
Vote by Internet. The website
address for Internet voting is on your vote instruction
form.
2.
Vote by telephone. You may vote
by proxy by calling the toll-free number found on the vote
instruction form.
3.
Vote in person. Attend and vote
at the Special Meeting.
Beneficial Owners of Shares Held in Street Name
For
your convenience, our beneficial owners have three methods of
voting – please contact your brokerage house if you have lost
your voting instructions:
1.
Vote by Internet. The website
address for Internet voting is on your vote instruction
form.
2.
Vote by telephone. You may vote
by proxy by calling the toll-free number found on the vote
instruction form.
3.
Vote in person. Obtain a valid
legal proxy from the organization that holds your shares and attend
and vote at the Special Meeting.
The Board of MabVax has recommended that you vote FOR the approval
of each of the proposals before the stockholders at the Special
Meeting.
Important
Information
This
material may be deemed to be solicitation material in respect of
the solicitation of proxies from stockholders in connection with
the Special Meeting. MabVax has filed with the Securities and
Exchange Commission and mailed to its stockholders a proxy
statement in connection with the Special Meeting, and advises its
stockholders to read the proxy statement and any and all
supplements and amendments thereto because they contain important
information. Stockholders may obtain a free copy of the proxy
statement and other documents filed by MabVax with the Securities
and Exchange Commission at www.sec.gov. The proxy statement
and these other documents may also be obtained upon request
addressed to MabVax's Corporate Secretary at MabVax Therapeutics
Holdings, Inc., 11535 Sorrento Valley Rd., Suite 400, San Diego, CA
92121.
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, 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
and specificity for the target. 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