Attached files
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| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - MABVAX THERAPEUTICS HOLDINGS, INC. | ex10-1.htm |
| EX-5.1 - OPINION - MABVAX THERAPEUTICS HOLDINGS, INC. | ex5-1.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 10,
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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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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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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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. [
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
October 10, 2017, MabVax Therapeutics Holdings, Inc., a Delaware
corporation (the “Company”) entered into a
subscription agreement (the “Subscription Agreement”) with
select accredited investors relating to the Company’s
registered direct offering, issuance and sale (the
“Offering”) of
769,231 shares (the “Shares”) of the Company’s
common stock, $0.01 par value per share. The purchase price per
Share was $0.65. The Company has not engaged an underwriter or
placement agent in connection with the Offering.
Proceeds from the
Offering shall be used to continue clinical studies currently
underway for the Company’s therapeutic antibodies and for
working capital and general corporate purposes.
A
copy of the form of Subscription Agreement is filed as Exhibit 10.1
to this Current Report on Form 8-K.
The net
proceeds to the Company from the Offering, after deducting the
Company’s estimated offering expenses, are expected to be
approximately $470,000. The Offering is expected to close on or
before October 12, 2017.
The
Shares were issued pursuant to the Company’s previously filed
and effective Registration Statement on Form S-3 that was filed
with the Securities and Exchange Commission on July 14, 2017, as
amended July 21, 2017, and declared effective July 27, 2017 (File
No. 333- 219291). The Company filed a prospectus supplement
(“Prospectus Supplement”) related to the registered
direct offering dated October 10, 2017.
The
foregoing summaries of the terms of the Subscription Agreement are
subject to, and qualified in their entirety by, such documents
attached hereto as Exhibit 10.1, and incorporated herein by
reference.
A copy
of the opinion of Sichenzia Ross Friedman Ference LLP relating
to the validity of the issuance and sale of the Shares is attached
as Exhibit 5.1 hereto.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
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No.
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Description
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| 5.1 |
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Opinion
of Sichenzia Ross Ference Kesner LLP
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Form of
Subscription Agreement, dated October 10, 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: October 11, 2017
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/s/ Gregory P. Hanson
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Gregory P. Hanson
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Chief Financial Officer
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