Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF ELIMINATION OF SERIES F, SERIES G, AND SERIES H PREFERRED STOCK - MABVAX THERAPEUTICS HOLDINGS, INC. | ex3-1.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): December 21,
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 [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 5.03
|
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES
IN FISCAL YEAR.
|
On
December 21, 2017, following the completion of the exchange of
Series L convertible preferred stock (the “Series L Preferred
Stock”) for all outstanding Series F convertible preferred
stock (the “Series F Preferred Stock”), Series G
convertible preferred stock (the “Series G Preferred
Stock”) and Series H convertible preferred stock (the
“Series H Preferred Stock”) and related documentation,
MabVax Therapeutics Holdings, Inc. (the “Company”) filed with the Secretary
of State of the State of Delaware a Certificates of Elimination
eliminating from its Amended and Restated Certificate of
Incorporation the designation of shares of its preferred stock as
Series F Preferred Stock, Series G Preferred Stock and Series H
Preferred Stock. As a result, all shares of preferred stock
previously designated as Series F, Series G and Series H Preferred
Stock were eliminated and returned to the status of authorized but
unissued shares of preferred stock, without
designation.
As
previously disclosed in a current report on Form 8-K filed on
October 19, 2017, the Series F,
Series G, and Series H Preferred Stock were exchanged for newly
authorized Series L Preferred Stock pursuant to exchange agreements
entered into and consummated on October 18, 2017.
A copy
of the Certificate of Elimination for the Series F, Series G and
Series H Preferred Stock is included in this Current Report as
Exhibit 3.1, the contents of which are each hereby incorporated by
reference.
|
ITEM 9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Certificate
of Elimination of Series F, Series G, and Series H Preferred
Stock
|
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: December 21, 2017
|
|
|
|
|
|
/s/ Gregory P. Hanson
|
|
|
|
|
|
|
|
Gregory P. Hanson
|
|
|
|
|
|
|
|
Chief Financial Officer
|