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 21,
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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(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 5.02 (e)
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Departure of Directors or Certain Officers; Election of
Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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The Compensation Committee of MabVax Therapeutics Holdings, Inc.
(the “Company”) met on February 21, 2018 and made the
following decisions.
Review of Management Compensation – the Compensation Committee determined that
no bonus payments would be made for 2017 performance. Further, the
Compensation Committee determined that in order to continue to
conserve cash resources, management’s base salaries would
remain unchanged from current levels.
The Compensation Committee granted stock options with an exercise
price based on the closing price of the shares of common stock on
February21, 2018, or $2.04, to the following officers of the
Company:
J. David Hansen
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President and Chief Executive Officer
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290,000 stock options
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Paul W. Maffuid
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Executive Vice President Research and Development
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195,000 stock options
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Gregory P. Hanson
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Chief Financial Officer
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195,000 stock options
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Paul F. Resnick
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Vice President and Chief Business Officer
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80,000 stock options
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The stock options will vest at 25% of the total number granted at
the six-month anniversary of the commencement date, with the
balance in equal monthly installments of 4.167% of the number of
shares for 18 months, such that 100% of the options will be vested
after two years from the grant date.
Review of
Board of Directors Compensation – The Compensation Committee granted 35,000
stock options to each non-executive member of the Board of
Directors, at an exercise price of $2.04 per share, with vesting on
a monthly basis until the options are fully vested at one year from
the grant date, in lieu of cash compensation for 2018. The
Compensation Committee increased the automatic annual grant on the
next annual meeting date from 16,667 shares to 20,000 shares with
the same monthly vesting.
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: February 23, 2018
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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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