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| 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): June 21,
2018
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-37861
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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:
☐
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 [ ]
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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
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As
previously disclosed in a Current Report on Form 8-K filed on May
21, 2018, MabVax Therapeutics Holdings, Inc., (“we”,
“us”, or the “Company”) notified the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) that we would not be timely filing our
Quarterly Report on Form 10-Q for the period ended March 31,
2018 (the “Form 10-Q”) as required for continued
listing on Nasdaq, in accordance with Nasdaq Listing Rule
5250(c)(1). As previously disclosed in the May 21, 2018 Current
Report, on May 21, 2018 we received a letter from the Staff (the
“May 21, 2018 Letter”) issued pursuant to Nasdaq Listing Rule 5810(c)(2)
stating that, due to the delay in filing the Form 10-Q, we were no
longer in compliance with Nasdaq Listing Rule 5250(c)(1), and that
we had been granted 60 calendar days
from the date of the May 21, 2018 Letter to submit a plan to regain
compliance with the filing requirement (the
“Plan”).
On
June 21, 2018, we received a second letter from the Staff
superseding the May 21, 2018 Letter (the “Superseding
Letter”). Per the Superseding Letter, the Staff determined to
apply more stringent criteria and to shorten the time period for
the Company to submit its Plan from 60 days to a new due date of
June 28, 2018 pursuant to Nasdaq’s discretionary authority
set forth in Nasdaq Listing Rule 5101. The reason for the
acceleration of this due date, according to the Superseding Letter,
was based upon the Company’s continued delay in filing the
Form 10-Q and the disclosure that the Company’s independent
auditor withdrew its audit reports included in the Forms 10-K for
the years ended December 31, 2014, through 2017 included in the May
21, 2018 Current Report.
If
the Staff accepts our Plan, the Staff may grant us a grace period
of up to 180 calendar days from the original due date to file the
Form 10-Q to regain compliance, or until November 12, 2018. There
can be no assurance that we will present a Plan acceptable to the
Staff or that we will be able to file the Form 10-Q within an
extension of time that may be granted by the Staff.
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Item 8.01
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Other Events.
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In
accordance with the terms of the Superseding Letter, on June 27,
2018, the Company issued a press release disclosing receipt of the
Superseding Letter and the above terms of the Superseding Letter. A
copy of the press release is furnished as Exhibit 99.1 to this
Report.
In
accordance with General Instruction B.2 of Form 8-K, the press
release is deemed to be “furnished” and shall not be
deemed “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall such information and
Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended.
Forward-Looking Statements
The foregoing includes statements that constitute
“forward-looking” statements, as such term is defined
in the Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified by terminology
such as “may,” “will,” “plan,”
or the negative of those terms or other comparable terminology.
These forward-looking statements are subject to the safe harbor
protection provided by the federal securities laws. These
forward-looking statements are subject to numerous risks,
uncertainties and assumptions. These risks and uncertainties
include, but are not limited to, the ability of the Company to
timely file its periodic Exchange Act reports, the ability of the
Company to regain and maintain compliance with Nasdaq continued
listing requirements and the risk factors described in our Annual
Report on Form 10-K filed on April 2, 2018. Because these
forward-looking statements are subject to risks and uncertainties,
actual developments and results may differ materially from those
express or implied by the forward-looking statements. The
forward-looking statements in this filing are made only as of the
date hereof, and unless otherwise required by applicable securities
laws, we disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is furnished as part of this Current Report
on Form 8-K:
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Press
Release, dated June 27, 2018.
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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:
June 27, 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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