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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 29,
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:
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☐
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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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☐
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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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☐
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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 [ ]
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). Also, as previously disclosed in the May 21, 2018
Current Report, we disclosed we had received a letter on May 21,
2018 (the “May 21, 2018 Letter”), issued pursuant to
Nasdaq Listing Rule
5810(c)(2), from the Staff, stating that due to the delay in
filing the Form 10-Q, we do not satisfy Nasdaq Listing Rule
5250(c)(1), and 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”). Finally, on June 27, 2018, we disclosed in the
June 27 Current Report that we had received a letter from the Staff
that supersedes the May 21, 2018 Letter stating that the Staff has
determined to apply more stringent criteria and shorten the time
period for the Company to submit its Plan, pursuant to the
Nasdaq’s discretionary authority set forth in Nasdaq Listing
Rule 5101, and revised the date for the Company to submit its Plan
to no later than June 28, 2018 (the “Superseding
Letter”). The Staff stated the reason was based on the
Company’s statement in the May 21, 2018 Current Report that
the independent auditor withdrew its audit reports included in the
Form 10-K for the years ending December 31, 2014, through
2017.
On
June 29, 2018, the Board of Directors, after review of various
factors voted not to submit its Plan at this time. There can be no
assurance that the Staff will grant any grace period or hearing
before delisting the Company.
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Item 8.01
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Other Events.
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In
accordance with General Instruction B.2 of Form 8-K, the attached
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 July 2, 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:
July 2, 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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