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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): October 2,
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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☒
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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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☐
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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 [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 5.07. Submission of Matters to a Vote of Security
Holders.
A Special Meeting of Stockholders of MabVax Therapeutics Holdings,
Inc. (the “Company”), was held on October 2, 2017,
at 3:00 p.m.
Pacific Daylight Time/6:00 p.m. Eastern Daylight Time
(the
"Special Meeting"). At the
Special Meeting, a total of 6,257,337 shares, or 50.22%, of the
Company's stock entitled to
vote at the Special
Meeting, including Series D
Convertible Preferred Stock, Series E Convertible Preferred Stock,
Series F Convertible Preferred Stock, Series G Convertible
Preferred Stock, Series H Convertible Preferred Stock, and Series J
Convertible Preferred Stock voting on an as-converted basis,
subject to certain voting limitations set forth in the respective
governing Certificates of Designation, were represented in person
or by proxy.
The meeting was adjourned until Friday, October 6, 2017, to allow
sufficient time for votes to be received on the following
proposal:
1)
To grant the Board of Directors the authority, in its sole
direction, in determining a higher stock price is required to
continue to meet the continued listing qualifications for the
NASDAQ Stock Exchange, to approve an amendment to our Amended and
Restated Certificate of Incorporation to effect a reverse stock
split of our 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.
At the
time the Special Meeting was adjourned, the above proposal had
received the support of approximately 48.68% of all shares of the
Company’s stock entitled to v
ote at the meeting. The affirmative vote of over
50% of the issued and outstanding voting power of the
Company’s outstanding voting shares is required for the
approval of Proposal 1.
Set forth below is a brief description of each matter voted upon at
the Special Meeting and the voting results with respect to each
matter.
2)
To approve 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.
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Votes For
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Votes Against
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Abstain
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6,005,799
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203,025
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48,513
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The proposal was approved.
3)
If 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.
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Votes For
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Votes Against
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Abstain
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6,018,732
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160,098
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78,507
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The proposal was approved.
4)
To authorize 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).
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Votes For
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Votes Against
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Abstain
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5,935,507
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269,161
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52,669
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The proposal was approved.
5)
To authorize 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).
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Votes For
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Votes Against
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Abstain
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5,984,000
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221,107
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52,230
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The proposal was approved.
6) To approve 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
thereunder.
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Votes For
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Votes Against
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Abstain
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5,964,632
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244,139
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48,566
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The proposal was approved.
Item 8.01 Other Events.
The
Company announced today approval of Proposals 2, 3, 4, 5, and
6, and
that it adjourned the
Special Meeting to October 6, 2017, at 10:00 a.m. Pacific Daylight
Time/1:00 p.m. Eastern
Daylight Time to vote on Proposal 1. The adjourned meeting will
be held at 11535 Sorrento Valley Rd., Suite 400, San Diego, CA
92121. A copy of the press release is attached.
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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Press Release dated October 3, 2017
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Important Information
This
Form 8-K may be deemed to be solicitation material in respect of
the solicitation of proxies from stockholders in connection with
the Special Meeting. The Company 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 the Company 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 the Company's Corporate
Secretary at MabVax Therapeutics Holdings, Inc., 11535 Sorrento
Valley Rd., Suite 400, San Diego, CA 92121.
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: October 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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