Attached files
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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): July 2,
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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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 July
2, 2018 (the “July 2, 2018 Current Report”), MabVax
Therapeutics Holdings, Inc. (“we”, “us”, or
the “Company”) announced that on June 29, 2018, the
Company’s Board of Directors, after its review of various
factors, voted not to submit a plan to regain compliance with
certain of the Nasdaq listing criteria as requested by The Nasdaq
Stock Market LLC (“Nasdaq”).
More
specifically, after the Company’s announcement and disclosure
in the July 2, 2018 Current Report, on July 2, 2018, the Nasdaq
Listing Qualifications Department (the “Staff”)
notified the Company that, because we did not satisfy
Nasdaq’s filing requirement as set forth in Nasdaq Listing
Rule 5250(c)(1) due to the Company not yet filing its Form 10-Q for
the period ended March 31, 2018 (the “Filing”) with the
Securities and Exchange Commission (the “SEC”), and further
announcing in a press release that the Company had elected to not
submit a plan of compliance to the Staff, the Staff had determined
to delist the Company’s securities from Nasdaq. The Staff had cited both the filing deficiency as
well as the Company’s non-compliance with the minimum $2.5
million stockholders’ equity requirement for continued
listing on The Nasdaq Capital Market, which the Staff had
previously granted the Company an extension within which to regain
compliance, as the bases for delisting.
The
trading in the Company’s common stock will be suspended at
the open of business on July 11, 2018, and Nasdaq will ultimately
file a Form 25-NSE with the SEC to effect the formal removal (or
“delisting”) of the Company’s securities from
listing and registration on Nasdaq.
Beginning on July 11, 2018, and until further
notice by the Company, the Company will not file Exchange Act
reports with the SEC. The Company presently expects to report, in
its discretion, future corporate events it deems to be material as
encouraged by and set forth in the OTC Pink®
Basic Disclosure
Guidelines.
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Item 8.01
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Other Events.
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On
July 5, 2018, the Company issued a press release announcing the
receipt of a letter from Nasdaq on July 2, 2018. The press release
is attached hereto as Exhibit 99.1.
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,”
“anticipate,” “expect” 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 make future disclosures in accordance
with any reporting standard. 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 5, 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 5, 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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