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8-K - CURRENT REPORT - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx8k_nov222017.htm |
Exhibit
99.1
MabVax Announces Adjournment of Special Meeting of
Stockholders
Special Meeting to Resume on Friday, December 1, 2017
San Diego, November 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 that its Special
Meeting of Stockholders scheduled for and convened on November 22,
2017 (the “Special Meeting”), was adjourned to achieve
a quorum on the proposals to be approved.
The
Special Meeting has been adjourned to 11:00 a.m. Pacific Standard
Time/2:00 p.m. Eastern Standard Time on Friday, December 1, 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.
To
approve the potential issuance of up to an aggregate of 9,666,667
shares of common stock, in excess of 19.99% of the number of shares
of common stock that were issued and outstanding on October 17,
2017, upon the conversion of 58,000 shares of the Company’s
newly authorized Series L Convertible Preferred Stock, which were
issued to certain holders of the Company’s Preferred Stock
pursuant to Exchange Agreements dated October 18,
2017;
2.
To
ratify the issuance of up to an aggregate of 2,900,000 restricted
shares of common stock to certain investors in the Company’s
May 2017 public offering, in excess of 19.99% of the number of
shares of common stock that were issued and outstanding on May 3,
2017, including 1,968,664 shares of common stock underlying the
Company’s Series I Convertible Preferred Stock;
and
3.
To authorize
an amendment to the Company’s Fifth Amended and Restated
2014 Employee, Director and Consultant Equity Incentive Plan to
increase the number of shares available for issuance thereunder to
10,128,406 shares from 6,128,406 shares, representing an increase
of 4,000,000 shares, to increase the number of shares available for
issuance under the “evergreen” provision and to
increase the number of shares issuable to any one participant in
any fiscal year to 3,600,000 shares, representing an
increase of 2,600,000 shares.
A
majority of the votes cast is required for the approval of Proposal
1, provided however, that no shares of common stock underlying the
Series L Convertible Preferred Stock may be counted towards
approval of this proposal; 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 I Convertible Preferred Stock
may be counted towards approval of this proposal; and a majority of
the votes cast is required for the approval of Proposal
3.
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 November 10, 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 Thursday, November 30, 2017, Eastern
Standard 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 EST on Thursday, November 30, 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 over
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 adjournment of our special meeting
of stockholders and description about the Company 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