UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 30, 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, MabVax Therapeutics Holdings, Inc. (the “Company”) entered into an escrow deposit agreement dated April 14, 2015, as amended June 22, 2015 (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 “Escrow Funds”), were deposited into and held at Signature Bank as Escrow Funds.
On June 30, 2015, the Company and OPKO entered into a letter agreement (the “Agreement”) pursuant to which the Company granted OPKO the right, but not the obligation, until June 30, 2016, to nominate and appoint up to two additional members of the Company’s board of directors, or to approve the person(s) nominated by the Company pursuant to this Agreement in consideration for the release of the Escrow Funds. The nominees will be subject to satisfaction of standard corporate governance practices and any applicable national securities exchange requirements. Upon approval of OPKO, the Escrow Funds were released to the Company on June 30, 2015.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 8.01 Other Events.
On July 1, 2015, the Company issued a press release announcing the release of the Escrow Funds. A copy of the press release is attached hereto as Exhibit 99.1.
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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Letter Agreement, dated June 30, 2015, by and between the Company and OPKO
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99.1
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Press Release, dated July 1, 2015, issued by the Company
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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 1, 2015
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J. David Hansen
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President and Chief Executive Officer
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Exhibit 10.1
June 30, 2015
Dear Mr. Rubin:
In consideration of the release of $3.5 million to MabVax Therapeutics Holdings, Inc. (the “Company”) on June 30, 2015, in accordance with the terms of an Escrow Deposit Agreement dated as of April 14, 2015, as amended June 22, 2015, by and between Signature Bank, as Escrow Agent, OPKO Health, Inc., (“OPKO”) and the Company (this “Agreement”), the Company hereby agrees that from the date hereof, through and including June 30, 2016, OPKO shall have the right, but not an obligation, to nominate and appoint up to two additional members to the Company’s board of directors designated in writing by OPKO; or the Company may nominate and OPKO shall approve in writing the person(s) so nominated by this Agreement. The identity of the person(s) so nominated by this Agreement shall be approved by OPKO, subject to execution of the board candidate’s consent to serve and candidate’s otherwise satisfying the reasonable requirements as evaluated by the Company’s Nominating and Governance Committee and any national securities exchange on which the shares of common stock of the Company are then listed or intended to be listed.
Very truly yours,
MabVax Therapeutics Holdings, Inc.
By: /s/ J. David Hansen
Name: J. David Hansen
Title: President and CEO
OPKO Health, Inc.
By: /s/Steven Rubin
Name: Steven Rubin
Title: Executive VP
Exhibit 99.1
MabVax Therapeutics Holdings Obtains Release of $3.5 Million in Escrowed Funds
SAN DIEGO, CA, July 1, 2015 - MabVax Therapeutics Holdings, Inc. (OTCQB: MBVX) (“MabVax” or the “Company”), a clinical stage immuno-oncology drug development company, announced today that it, collectively with OPKO Health, Inc. (NYSE: OPK), approved the release of $3.5 million in funds held in escrow from the $11.7 million financing the Company completed on April 10, 2015.
In consideration for the release of $3.5 million to MabVax, the Company agreed to give OPKO the right, but not the obligation, until June 30, 2016, to nominate and appoint up to two additional members to the Company’s board of directors; or the Company may nominate and OPKO shall approve in writing the person(s) so nominated by the agreement. Nominees will be subject to satisfaction of standard corporate governance practices and any applicable national securities exchange requirements.
About MabVax:
MabVax Therapeutics Holdings, Inc. is a clinical stage oncology drug development company focused on the development of human antibody-based products and vaccines to address unmet medical needs in the treatment of cancer. MabVax has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against certain solid tumor cancers with the Company's proprietary vaccines. MabVax is preparing to file this year two investigational new drug applications, or INDs, for Phase 1 clinical trials of the Company’s fully human antibody HuMab 5B1. One IND will be for a new generation HuMab 5B1-based PET imaging product for the diagnosis of pancreatic cancer. The second IND is for the HuMab 5B1 antibody as a treatment for metastatic pancreatic and colon cancer. First-in-human dosing for both products will occur at the end of 2015 or early 2016. MabVax has the exclusive license to a portfolio therapeutic vaccines from Memorial Sloan Kettering Cancer Center. MabVax has two cancer vaccines targeting recurrent sarcoma and ovarian cancer in proof of concept Phase II multi-center clinical trials, and a vaccine targeting neuroblastoma that will be ready for Phase II clinical trial in 2016. Additional information about the Company is available at
www.mabvax.com
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Forward Looking Statements:
This press release that discloses the release of $3.5 million in funds from escrow contains "forward-looking statements" regarding matters that are not historical facts, including statements relating to the Company's board of directors and national exchange requirements. We have no assurance that board candidates proposed by OPKO will satisfy all the criteria for becoming a board member of the Company, the Company or the national securities exchange, if applicable. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic filings with the Securities and Exchange Commission, including the factors described in the section entitled "Risk Factors" in its annual report on Form 10-K for the fiscal year ended December 31, 2014, as amended and supplemented from time to time and the Company's Quarterly Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at
www.sec.gov
. The parties do not undertake any obligation to update forward-looking statements contained in this press release.
Investor Contact:
Robert B. Prag, President
The Del Mar Consulting Group, Inc.
858-794-9500
bprag@delmarconsulting.com
or
Scott Wilfong, President
Alex Partners, LLC
425-242-0891
scott@alexpartnersllc.com
