Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - MABVAX THERAPEUTICS HOLDINGS, INC. | ex99-1.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): April 13,
2018
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
3.01
NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On
April 13, 2018, MabVax Therapeutics Holdings, Inc. (the
“Company”) received a letter from the Listing
Qualifications Department of the NASDAQ Stock Market (the
“Staff”) notifying the Company that the
stockholders’ equity of $1.1 million as reported in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2018, was below the minimum stockholders’ equity
of $2,500,000 required for continued listing on the NASDAQ Capital
Market as set forth in NASDAQ listing rule 5550(b)(1) (the
“Rule”).
The
decline in the Company’s stockholders’ equity was
largely a result of planned expenditures related to continuation of
Phase 1 clinical trials of the Company’s therapeutic antibody
MVT-5873 in combination with nab-paclitaxel and gemcitabine to
patients newly diagnosed with CA19-9 positive pancreatic cancer and
continued enrollment in MVT-1075 as a radioimmunotherapy for
pancreatic cancer. MabVax completed an aggregate of $2.7 million in
financing in February 2018 and is seeking to complete one or more
strategic transactions in the second quarter of 2018.
The
Company has been provided 45 calendar days, or until May 29, 2018,
to submit a plan (the “Plan”) to regain compliance with
the Rule. If the Plan is accepted, the Staff may grant an extension
of up to 180 calendar days from the date of the notification letter
(the “Maximum Extension”) to evidence compliance with
the Rule.
While
the Company is exercising diligent efforts, including seeking to
complete one or more strategic transactions, to maintain the
listing of its common stock on NASDAQ, and intends to timely
provide NASDAQ with its Plan to regain compliance with the Rule,
there can be no assurance that the Company will complete a
strategic transaction in a timely manner, if at all, or that the
Staff will accept the Plan or that if the Plan is accepted, the
Maximum Extension will be granted or that the Company will be able
to regain compliance with the Rule.
In the event the Plan is not accepted or the Company fails to
demonstrate compliance during the extension period, the Company
expects the Staff to provide written notification to the Company
that its securities will be delisted from the NASDAQ Capital Market
(a “Delisting Notice”). If the Company receives a
Delisting Notice, the Company may appeal the Staff’s
determination to delist its securities to a Hearings
Panel.
ITEM 8.01
OTHER EVENTS.
On April 13, 2018, the Company issued a press release announcing
the receipt of a letter from the NASDAQ Capital Market giving the
Company notice that the Company was below the minimum
stockholders’ equity of $2,500,000 required for continued
listing on the NASDAQ Capital Market as set forth in NASDAQ listing
rule 5550(b)(1). The press release is
attached hereto as Exhibit 99.1.
The information disclosed under this Item 8.01, including Exhibit
99.1 hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as
expressly set forth in such filing.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished with
this Current Report on Form 8-K.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Press
Release dated April 13, 2018
|
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: April 13, 2018
|
|
|
|
|
|
/s/
J. David Hansen
|
|
|
|
|
|
|
|
J. David Hansen
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|