Attached files
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): February 14,
2018
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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(I.R.S. 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
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
February 14, 2018 MabVax Therapeutics Holdings, Inc.
(“MabVax” or the “Company”) filed a
certificate of amendment to its amended and restated certificate of
incorporation to effect a one-for-three reverse stock split (the
“Reverse Split”), effective as of 9:00 a.m. Eastern
Standard Time on February 16, 2018 (the “Effective
Date”). On the Effective Date, immediately and without
further action by MabVax’s stockholders, every three shares
of MabVax common stock issued and outstanding immediately prior to
the Effective Date will be automatically converted into one share
of MabVax common stock.
As a
result of the Reverse Split and calculated as of the Effective
Date, the number of outstanding shares of MabVax common stock will
be reduced to approximately 9,160,506 shares, excluding unconverted
preferred stock, outstanding and unexercised share options and
warrants and subject to adjustment for fractional shares. No
fractional shares shall be issued as a result of the Reverse Split
and fractional share amounts resulting from the Reverse Split shall
be rounded up to the nearest whole share. Further, any options,
warrants, preferred shares and contractual rights outstanding as of
the Effective Date that are subject to adjustment shall be adjusted
in accordance with their terms. These adjustments include, without
limitation, changes to the number of shares of MabVax common stock
that may be obtained upon exercise or conversion of these
securities, and changes to the applicable exercise or purchase
price of such securities. The certificate of amendment to
MabVax’s amended and restated certificate of incorporation is
filed as Exhibit 3.1 of this Current Report and is incorporated by
reference herein.
Shares
of MabVax common stock will continue trading on the NASDAQ Capital
Market on a post-split basis on February 16, 2018 under the new
CUSIP number 55414P702.
As
previously disclosed in a Current Report on Form 8-K filed on
October 6, 2017, on October 6, 2017 shareholders of the Company
approved a reverse split ratio of not
less than one-for-two and not more than one-for-20 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. Also as previously disclosed in a Current
Report on Form 8-K filed on February 6, 2018, the Company’s
board of directors approved the Reverse Split on February 1,
2018.
Item 8.01
Other Events.
On
February 15, 2018, MabVax issued a press release announcing the
Reverse Split. The full text of the press release issued in
connection with the announcement is being filed as Exhibit 99.1 of
this Current Report on Form 8-K.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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Certificate of
Amendment to MabVax’s Amended and Restated Certificate of
Incorporation
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Press
Release
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, 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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Date: February
15, 2018
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By:
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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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