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 22, 2015
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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11588 Sorrento Valley Rd., Suite 20
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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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on April 14, 2015, MabVax Therapeutics Holdings, Inc. (the “Company”) entered into an escrow deposit agreement (the “Escrow Agreement”) with Signature Bank N.A., (“Signature Bank”) and OPKO Health, Inc., an investor that subscribed for units in the Company’s private placement of its securities (“OPKO”). Pursuant to the Escrow Agreement, subscriptions of OPKO and Frost Gamma Investments Trust, another investor, totaling $3.5 million (the “Escrowed Funds”), were deposited into and held at Signature Bank as Escrowed Funds. The Escrowed Funds are to be released to the Company only upon approval of a representative of OPKO within 10 weeks of entering into the Escrow Agreement, unless released sooner or extended by the OPKO representative.
On June 22, 2015, pursuant to Section 10(d) of the Escrow Agreement, the Company, Signature Bank and OPKO entered into an amendment (the “Amendment”) to the Escrow Agreement to extend the term of the Escrow Agreement and amend the definition of “Termination Date” such that the term of the Escrow Agreement shall be for sixteen (16) weeks from the date of the offering proceeds are deposited into the escrow account.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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Exhibit No.
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Description
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10.1
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Amendment to Escrow Deposit Agreement, dated June 22, 2015, by and among the Company, OPKO and Signature Bank.
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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 24, 2015
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J. David Hansen
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President and Chief Executive Officer
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Exhibit 10.1
AMENDMENT TO
ESCROW DEPOSIT AGREEMENT
THIS AMENDMENT dated as of June 22, 2015 (the “
Amendment
”) is between
MABVAX THERAPEUTICS HOLDINGS, INC.
, a Delaware corporation (the “
Company
”), having an address at 11588 Sorrento Valley Road, San Diego, CA 92121,
OPKO Health, Inc.
, having an address at 4400 Biscayne Blvd. Miami, Florida 33137 (the “
Principal Stockholder
”) and
SIGNATURE BANK
(the “
Escrow Agent
”), a New York State chartered bank, having an office at 950 Third Avenue, 9th Floor. New York, NY 10022 and amends the Escrow Deposit Agreement dated April 14, 2015 between the Company, the Principal Stockholder and Escrow Agent (the “
Agreement
”). All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.
W I T N E S S E T H
WHEREAS, the Company and Principal Stockholder wish to amend the Agreement to amend the definition of “Termination Date”.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:
1.
Definitions
. Unless otherwise specified herein, each term used herein that is defined in the Escrow Agreement shall have the meaning assigned to such term in the Escrow Agreement.
2. The Third “Whereas” Clause of the Agreement is revised to the following:
“WHEREAS,
unless the Release Conditions are satisfied on or before the date that is sixteen (16) weeks from the date the Offering Proceeds are deposited into the Escrow Account, (the “
Termination Date”)
, such funds shall be returned to the applicable investing subscribers in the Offering (the “
Subscribers
”) pursuant to the wire instructions set forth on
Schedule I
hereto; and”
3. Except as expressly amended by this Amendment, the provisions of the Escrow Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.
MABVAX THERAPEUTICS HOLDINGS, INC. OPKO HEALTH, INC.
By:
/s
/
J.
David Hansen
By:
/s/ Kate Inman
Name: J. David Hansen Name: Kate Inman
Title: President and CEO Title: General Counsel
SIGNATURE BANK
By:
/s/ John D. Gonzalez
Name: John D. Gonzalez
Title: Group Director/SVP
By:
/s/ Marisol Figueroa
Name: Marisol Figueroa
Title: Associate Group Director