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): February 14, 2018
 
 
 
  
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)
 
 
(I.R.S. 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
 
 
 
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 February 14, 2018 MabVax Therapeutics Holdings, Inc. (“MabVax” or the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation to effect a one-for-three reverse stock split (the “Reverse Split”), effective as of 9:00 a.m. Eastern Standard Time on February 16, 2018 (the “Effective Date”). On the Effective Date, immediately and without further action by MabVax’s stockholders, every three shares of MabVax common stock issued and outstanding immediately prior to the Effective Date will be automatically converted into one share of MabVax common stock.
 
As a result of the Reverse Split and calculated as of the Effective Date, the number of outstanding shares of MabVax common stock will be reduced to approximately 9,160,506 shares, excluding unconverted preferred stock, outstanding and unexercised share options and warrants and subject to adjustment for fractional shares. No fractional shares shall be issued as a result of the Reverse Split and fractional share amounts resulting from the Reverse Split shall be rounded up to the nearest whole share. Further, any options, warrants, preferred shares and contractual rights outstanding as of the Effective Date that are subject to adjustment shall be adjusted in accordance with their terms. These adjustments include, without limitation, changes to the number of shares of MabVax common stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable exercise or purchase price of such securities. The certificate of amendment to MabVax’s amended and restated certificate of incorporation is filed as Exhibit 3.1 of this Current Report and is incorporated by reference herein.
 
Shares of MabVax common stock will continue trading on the NASDAQ Capital Market on a post-split basis on February 16, 2018 under the new CUSIP number 55414P702.
 
As previously disclosed in a Current Report on Form 8-K filed on October 6, 2017, on October 6, 2017 shareholders of the Company approved a reverse split ratio of not less than one-for-two and not more than one-for-20 at any time prior to September 28, 2018, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors . Also as previously disclosed in a Current Report on Form 8-K filed on February 6, 2018, the Company’s board of directors approved the Reverse Split on February 1, 2018.
 
  Item 8.01
Other Events.
 
On February 15, 2018, MabVax issued a press release announcing the Reverse Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 of this Current Report on Form 8-K.
 
Item 9.01
Financial Statements and Exhibits.
 
Exhibit Number
  
Description
  
Certificate of Amendment to MabVax’s Amended and Restated Certificate of Incorporation
  
Press Release
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
MABVAX THERAPEUTICS HOLDINGS, INC.
 
 
 
 
Date: February 15, 2018
 
 
 
By:
 
/s/ J. David Hansen
 
 
 
 
 
 
J. David Hansen
 
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MABVAX THERAPEUTICS HOLDINGS, INC.
 
MabVax Therapeutics Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
 
FIRST: The name of the Corporation is MabVax Therapeutics Holdings, Inc. The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was October 20, 1988.
 
SECOND: The Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments (“Certificate of Amendment”) to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
 
RESOLVED, that Article IV of the Company’s Certificate of Incorporation shall be amended by adding the following section to the end of Article IV, Section A, that reads as follows:
 
“Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this amendment to the Corporation’s Amended and Restated Certificate of Incorporation, each three (3) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number.  Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”
 
THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
 
FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
 
FIFTH: Following filing with the Secretary of State of the State of Delaware, this Certificate of Amendment shall be effective as of 9:00 a.m., New York City time on February 16, 2018.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by J. David Hansen, its Chief Executive Officer, this 14th day of February 2018.
 
 
 
MabVax Therapeutics Holdings, Inc.
 
 
 
 
 
By: /s/ J. David Hansen                            
Name: J. David Hansen
Title:  Chief Executive Officer
 
 
 
Exhibit 99.1
 
MabVax Therapeutics Schedules Previously Announced 1-for-3 Reverse Stock Split to Regain Compliance with NASDAQ’s $1.00 Minimum Bid Price Maintenance Requirement
 
San Diego, CA, February 15, 2018 -- MabVax Therapeutics Holdings, Inc. (NASDAQ: MBVX) (“MabVax” or the “Company”), a clinical-stage biotechnology company focused on the development of antibody-based products to address unmet medical needs in the treatment of cancer, today announced that the Board of Director’s previously approved 1-for-3 reverse stock split is scheduled to be effective with the opening of trading on the NASDAQ Capital Markets on Friday, February 16, 2018 on a split-adjusted basis under the trading symbol “MBVX.” The primary intent of the reverse split is to increase the market price of the Company’s common stock in order to regain compliance with the NASDAQ Capital Market’s $1.00 minimum closing bid price for at least ten trading days prior to the March 5, 2018 deadline for continued listing. There is no guarantee that the Company will successfully regain compliance.
 
Dave Hansen, President and Chief Executive Officer of MabVax commented, “Maintaining our NASDAQ listing is critical at such an important time for the Company. We have made solid progress over the last twelve months advancing our strategy and positioning MabVax to achieve key clinical and corporate milestones over the course of 2018.”
 
“We recently announced positive interim results from our ongoing Phase 1 trial evaluating MVT-5873 in combination with standard of care chemotherapy in patients newly diagnosed with pancreatic and other CA19-9 positive malignancies and have plans to enroll additional patients to further explore safety and potential responses seen to date. We are also on track to report interim data this quarter from our product candidate, MVT-1075, a human antibody-based radioimmunotherapy ("RIT") product currently being evaluated in a Phase 1 clinical trial for the treatment of pancreatic, colon and lung cancer. Further, we are in advanced discussions with several third parties exploring and evaluating strategic options regarding potential partnering of certain antibody assets for defined fields of use. We continue to believe that 2018 will be a breakthrough year for MabVax,” added Hansen.
 
The 1-for-3 reverse stock split will automatically convert three current shares of MabVax’s common stock into one new share of common stock. As of February 16, 2018, the result of the reverse split will reduce the number of outstanding shares of MabVax common stock to 9,160,506 shares, excluding unconverted preferred stock, outstanding and unexercised share options and warrants and subject to adjustment for fractional shares. No fractional shares will be issued in connection with the reverse stock split and fractional share amounts resulting from the reverse split will be rounded up to the nearest whole share. Any options, warrants, preferred shares and contractual rights outstanding as of February 16, 2018 that were subject to adjustment were adjusted in accordance with their terms. These adjustments included, without limitation, changes to the number of shares of MabVax common stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable exercise or purchase price of such securities.
 
Computershare Investor Services PLC will act as the exchange agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, Computershare Investor Services PLC will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares.
 
Shares of MabVax’s common stock will continue trading on the NASDAQ Capital Market on a post-split basis on February 16, 2018 under the new CUSIP number 55414P702.
 
About MabVax
 
MabVax Therapeutics Holdings, Inc. is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. Our antibody MVT-5873, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9, and is currently in Phase 1 clinical trials as a therapeutic agent for patients with pancreatic cancer and other CA19-9 positive tumors. CA19-9 is expressed in over 90% of pancreatic cancers and in other diseases including small cell lung and GI cancers. CA19-9 plays an important role in tumor adhesion and metastasis, and is a marker of an aggressive cancer phenotype. CA19-9 serum levels are considered a valuable adjunct in the diagnosis, prognosis and treatment monitoring of pancreatic cancer. With our collaborators including Memorial Sloan Kettering Cancer Center, Sarah Cannon Research Institute, Honor Health and Imaging Endpoints, we have treated 50 patients with either our therapeutic antibody designated as MVT-5873 or our PET imaging diagnostic product designated as MVT-2163 in Phase 1 clinical studies, and demonstrated early safety and specificity for the target. Patient dosing has commenced for our lead development program in Phase 1 clinical study of the Company's radioimmunotherapy product MVT-1075. For additional information, please visit the Company's website, www.mabvax.com .
 
 
 
 
 
Forward-Looking Statements
 
This press release contains "forward-looking statements" regarding matters that are not historical facts, including statements relating to the Company's reverse split, clinical trials and product development pipeline. We have no assurance that all the product development pipeline will be fully developed by the Company. 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, 2016, as amended and supplemented from time to time and the Company's Quarter 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:
 
Jenene Thomas
Jenene Thomas Communications, LLC
Phone: +1 (908) 938-1475
Email: jtc@jtcir.com
 
Media Contact:
 
Travis Kruse, Ph.D.
Russo Partners LLC
Phone: 212-845-4272
Email: travis.kruse@russopartnersllc.com