Current Report Filing (8-k)
December 01 2017 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHA
NGE 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 1,
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 5.07
Submission of Matters to a Vote of Security Holders.
A Special Meeting of Stockholders of MabVax Therapeutics Holdings,
Inc. (the “Company”), was held on December 1, 2017,
at
11:00 a.m. Pacific Standard Time/2:00 p.m. Eastern
Standard Time
(the "Special Meeting").
At the Special Meeting, a total of 13,136,301 shares, or 50.3 %, of
the Company's stock entitled to vote at the Special Meeting,
including Series D Convertible Preferred Stock, Series E
Convertible Preferred Stock, Series I Convertible Preferred Stock,
Series J Convertible Preferred Stock, Series K Convertible
Preferred Stock, and Series L Convertible Preferred Stock voting on
an as-converted basis, subject to certain voting limitations set
forth in the respective governing Certificates of Designation, were
represented in person or by proxy.
Set forth below is a brief description of each matter voted upon at
the Special Meeting and the voting results with respect to each
matter.
1)
To approve the potential issuance of up to an aggregate of
9,666,667 shares of common stock, in excess of 19.99% of the number
of shares of common stock that were issued and outstanding on
October 17, 2017, upon the conversion of 58,000 shares of the
Company’s newly authorized Series L Convertible Preferred
Stock, which were issued to certain holders of the Company’s
Preferred Stock pursuant to Exchange Agreements dated October 18,
2017.
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
|
|
12,595,860
|
|
|
418,718
|
|
|
67,519
|
|
|
The proposal was approved.
2)
To ratify the issuance of up to an aggregate of 2,900,000
restricted shares of common stock to certain investors in the
Company’s May 2017 public offering, in excess of 19.99% of
the number of shares of common stock that were issued and
outstanding on May 3, 2017, including 1,968,664 shares of common
stock underlying the Company’s Series I Convertible Preferred
Stock.
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
|
|
12,076,844
|
|
|
404,642
|
|
|
67,511
|
|
|
The proposal was approved.
3) To
authorize an amendment to the
Company’s Fifth Amended and Restated 2014 Employee,
Director and Consultant Equity Incentive Plan to increase the
number of shares available for issuance thereunder to 10,128,406
shares from 6,128,406 shares, representing an increase of 4,000,000
shares, to increase the number of shares available for issuance
under the “evergreen” provision and to increase the
number of shares issuable to any one participant in any fiscal year
to
3,600,000 shares, representing an increase of 2,600,000
shares
.
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
|
|
12,610,923
|
|
|
446,923
|
|
|
78,455
|
|
|
The proposal was approved.
The
Company announced today approval of Proposals 1, 2, and 3. A copy
of the press release is attached.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is furnished with
this Current Report on Form 8-K.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Press Release dated December 1, 2017
|
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 1, 2017
|
|
|
|
|
|
/s/
J. David Hansen
|
|
|
|
|
|
|
|
J. David Hansen
|
|
|
|
|
|
|
|
President and Chief Executive Officer
|