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
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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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(I.R.S. 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
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.
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
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Description
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Certificate of
Amendment to MabVax’s Amended and Restated Certificate of
Incorporation
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Press
Release
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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.
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MABVAX THERAPEUTICS HOLDINGS, INC.
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Date: February
15, 2018
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By:
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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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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.
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MabVax Therapeutics Holdings, Inc.
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By:
/s/ J. David
Hansen
Name:
J. David Hansen
Title: Chief
Executive Officer
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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
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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