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): December 21, 2017
 
 
MABVAX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
 
000-31265
 
93-0987903
(State or other jurisdiction of incorporation)
 
 
(Commission File Number)
 
 
(IRS Employer Identification No.)
 
 
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 [X]
 
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. [ ]

 
 
 
 
ITEM 5.03 
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR.
 
On December 21, 2017, following the completion of the exchange of Series L convertible preferred stock (the “Series L Preferred Stock”) for all outstanding Series F convertible preferred stock (the “Series F Preferred Stock”), Series G convertible preferred stock (the “Series G Preferred Stock”) and Series H convertible preferred stock (the “Series H Preferred Stock”) and related documentation, MabVax Therapeutics Holdings, Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificates of Elimination eliminating from its Amended and Restated Certificate of Incorporation the designation of shares of its preferred stock as Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock. As a result, all shares of preferred stock previously designated as Series F, Series G and Series H Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.
 
As previously disclosed in a current report on Form 8-K filed on October 19, 2017, the Series F, Series G, and Series H Preferred Stock were exchanged for newly authorized Series L Preferred Stock pursuant to exchange agreements entered into and consummated on October 18, 2017.
 
A copy of the Certificate of Elimination for the Series F, Series G and Series H Preferred Stock is included in this Current Report as Exhibit 3.1, the contents of which are each hereby incorporated by reference.
 
ITEM 9.01 
FINANCIAL STATEMENTS AND EXHIBITS.
 
Exhibit No.
 
Description
 
 
 
 
Certificate of Elimination of Series F, Series G, and Series H Preferred Stock
 
 
 
 
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MABVAX THERAPEUTICS HOLDINGS, INC.
 
 
 
 
Dated: December 21, 2017
 
 
 
 
 
/s/ Gregory P. Hanson
 
 
 
 
 
 
Gregory P. Hanson
 
 
 
 
 
 
Chief Financial Officer
 
 
 

 
Exhibit 3.1
 
CERTIFICATE OF ELIMINATION
OF
SERIES F CONVERTIBLE PREFERRED STOCK,
SERIES G CONVERTIBLE PREFERRED STOCK,
AND
SERIES H CONVERTIBLE PREFERRED STOCK,
OF
MABVAX THERAPEUTICS HOLDINGS, INC.
 
(Pursuant to Section 151 (g) of the Delaware General Corporation Law)
 
 
MABVAX THERAPEUTICS HOLDINGS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
 
FIRST: The date on which the Corporation’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware on October 20, 1988.
 
SECOND: The Corporation filed on August 16, 2016, with the Secretary of State of the State of Delaware a Certificate of Designation for Series F Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series F Convertible Preferred Stock (“Series F Preferred Stock”) and designating 1,559,252 shares as Series F Preferred Stock.
 
THIRD: The Corporation filed on May 15, 2017, with the Secretary of State of the State of Delaware a Certificate of Designation for Series G Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series G Convertible Preferred Stock (“Series G Preferred Stock”) and designating 5,000,000 shares as Series G Preferred Stock.
 
FOURTH: The Corporation filed on May 3, 2017, with the Secretary of State of the State of Delaware a Certificate of Designation for Series H Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series H Convertible Preferred Stock (“Series H Preferred Stock”) and designating 2,000 shares as Series H Preferred Stock.
 
FIFTH: The Board of Directors of the Corporation, acting in accordance with the provisions of DGCL, has adopted the following resolutions:
 
NOW, THEREFORE, BE IT
 
RESOLVED, that none of the authorized shares of Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are outstanding and none of the authorized shares of Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock will be issued subject to each respective Certificate of Designation; and
 
RESOLVED, that all matters set forth in the Certificates of Designations with respect to such Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock be eliminated from the Corporation’s Certificate of Incorporation, as amended; and
 
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute this Certificate of Elimination and to file this Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL and w hen such Certificate of Elimination becomes effective, all references to the Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in the Certificate of Incorporation, as amended, shall be eliminated and the authorized shares of the Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.
 
SIXTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in the Corporation’s Certificate of Incorporation, as amended, are hereby eliminated, and the authorized shares of Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
 
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by J. David Hansen, its Chief Executive Officer this 21 st day of December, 2017.
 
/s/ J. David Hansen
________________________________
By: J. David Hansen
Chief Executive Officer