Statement of Ownership (sc 13g)
August 06 2018 - 5:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2(b)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
MABVAX
THERAPEUTICS HOLDINGS, INC.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
55414P504
(CUSIP
Number)
August
6, 2018
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the Rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d – 1(b)
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[X]
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Rule
13d – 1(c)
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[ ]
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Rule
13d – 1(d)
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*
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 55414P504
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1.
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NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Barry
Honig
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2
.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
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3
.
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SEC
USE ONLY
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|
4
.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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5.
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SOLE
VOTING POWER
0
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NUMBER
OF SHARES
BENEFICIALLY
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6
.
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SHARED
VOTING POWER
447,195
(1)
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OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
.
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SOLE
DISPOSITIVE POWER
0
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8
.
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SHARED
DISPOSITIVE POWER
447,195
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,195
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
(Based on 8,961,840 shares outstanding as of April 2, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Includes
(i) 4,505 shares of common stock held by Barry & Renee Honig Charitable Foundation, Inc. (the “Foundation”),
for which Barry Honig is president and over which securities he holds voting and dispositive power, and (ii) 442,690 shares
of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by GRQ Consultants,
Inc. Roth 401K FBO Barry Honig (“Roth 401K”), for which Barry Honig is trustee and over which securities he holds
voting and dispositive power. Excludes (i) 112,866 shares of common stock issuable upon conversion of the Issuer’s Series
L Convertible Preferred Stock held by Roth 401K, (ii) 400,000 shares of common stock issuable upon conversion of the Issuer’s
Series K Convertible Preferred Stock held by Roth 401K, (iii) 44,445 shares of common stock issuable upon conversion of the
Issuer’s Series M Convertible Preferred Stock held by Roth 401K, (iv) 31,111 shares of common stock underlying outstanding
warrants held by Roth 401K, (v) 55,556 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible
Preferred Stock held by GRQ Consultants, Inc. Roth 401K FBO Renee Honig (“Renee 401K”), for which Barry Honig,
and his spouse, Renee Honig, are co-trustees and over which securities they share voting and dispositive power, (vi) 375,000
shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Renee 401K,
(vii) 511,111 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held
by Renee 401K, (viii) 272,728 shares of common stock issuable upon conversion of the Issuer’s Series N Convertible Preferred
Stock held by Renee 401K, (ix) 383,333 shares of common stock issuable upon conversion of the Issuer’s Series O Convertible
Preferred Stock held by Renee 401K, and (x) 357,778 shares of common stock underlying outstanding warrants held by Renee 401K.
The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock, Series
N Convertible Preferred Stock, Series O Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership
blocker.
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CUSIP
No. 55414P504
|
1.
|
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Barry
& Renee Honig Charitable Foundation Inc.
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2
.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
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3
.
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SEC
USE ONLY
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|
4
.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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5.
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SOLE
VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
6
.
|
SHARED
VOTING POWER
4,505
(1)
|
|
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
.
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SOLE
DISPOSITIVE POWER
0
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8
.
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SHARED
DISPOSITIVE POWER
4,505
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,505
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05%
(Based on 8,961,840 shares outstanding as of April 2, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1)
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Barry
Honig is the president of the Foundation and in such capacity holds voting and dispositive power over the securities held
by the Foundation.
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CUSIP
No. 55414P504
|
1.
|
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
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|
2
.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
|
3
.
|
SEC
USE ONLY
|
|
4
.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
|
|
|
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5.
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SOLE
VOTING POWER
0
|
|
NUMBER
OF SHARES
BENEFICIALLY
|
6
.
|
SHARED
VOTING POWER
442,690
(1)
|
|
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
.
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SOLE
DISPOSITIVE POWER
0
|
|
|
8
.
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SHARED
DISPOSITIVE POWER
442,690
(1)
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,690
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.94%
(Based on 8,961,840 shares outstanding as of April 2, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Includes
442,690 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by
Roth 401K, for which Barry Honig is trustee and over which securities he holds voting and dispositive power. Excludes (i)
112,866 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by
Roth 401K, (ii) 400,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred
Stock held by Roth 401K, (iii) 44,445 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible
Preferred Stock held by Roth 401K and (iv) 31,111 shares of common stock underlying outstanding warrants held by Roth 401K.
The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding
warrants contain a 4.99% beneficial ownership blocker.
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CUSIP
No. 55414P504
|
1.
|
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GRQ
Consultants, Inc. Roth 401K FBO Renee Honig
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2
.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
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3
.
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SEC
USE ONLY
|
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4
.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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5.
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SOLE
VOTING POWER
0
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NUMBER
OF SHARES
BENEFICIALLY
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6
.
|
SHARED
VOTING POWER
0
(1)
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OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
.
|
SOLE
DISPOSITIVE POWER
0
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8
.
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SHARED
DISPOSITIVE POWER
0
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
(Based on 8,961,840 shares outstanding as of April 2, 2018)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Excludes
(i) 55,556 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held
by Renee 401K, for which Barry Honig, and his spouse, Renee Honig, are co-trustees and over which securities they share voting
and dispositive power, (ii) 375,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible
Preferred Stock held by Renee 401K, (iii) 511,111 shares of common stock issuable upon conversion of the Issuer’s Series
M Convertible Preferred Stock held by Renee 401K, (iv) 272,728 shares of common stock issuable upon conversion of the Issuer’s
Series N Convertible Preferred Stock held by Renee 401K, (v) 383,333 shares of common stock issuable upon conversion of the
Issuer’s Series O Convertible Preferred Stock held by Renee 401K, and (vi) 357,778 shares of common stock underlying
outstanding warrants held by Renee 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series
M Convertible Preferred Stock, Series N Convertible Preferred Stock, Series O Convertible Preferred Stock and outstanding
warrants contain a 4.99% beneficial ownership blocker.
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Item
1(a).
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Name
of Issuer:
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MabVax
Therapeutics Holdings, Inc., a Delaware corporation (“Issuer”).
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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11535
Sorrento Valley Road, Suite 400, San Diego, California 92121
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Item
2(a).
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Name
of Person Filing.
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The
statement is filed on behalf of Barry Honig, Barry & Renee Honig Charitable Foundation, Inc. (the “Foundation”),
GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and GRQ Consultants, Inc. Roth 401K FBO Renee Honig
(“Renee 401K”) (collectively, the “Reporting Persons”). Barry Honig is president of the Foundation
and in such capacity has voting and dispositive power over the securities held by such entity. Barry Honig is the trustee
of Roth 401K and in such capacity has voting and dispositive power over the securities held by such entity. Barry Honig and
his spouse, Renee Honig, are co-trustees of Renee 401K and in such capacity share voting and dispositive power over the securities
held by such entity.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence.
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215
SE Spanish Trail, Boca Raton, FL 33432
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Item
2(c).
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Citizenship.
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Barry
Honig is a citizen of the United States. The Foundation, Roth 401K and Renee 401K are each organized in the state of Florida.
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.01.
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Item
2(e).
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CUSIP
Number.
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55414P504
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Item
3.
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Type
of Person.
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Not
applicable.
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Item
4.
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Ownership.
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The
information required by Items 4(a) – (c) is set forth in Rows (5) – (11)
of the cover page for each of the Reporting Persons hereto, including footnotes, and
is incorporated herein by reference for the Reporting Persons. The percentage set forth
in Row (11) of the cover page for each of the Reporting Persons is based on a total of
8,961,840 shares of common stock of the Issuer as of April 2, 2018, as disclosed on the
Issuer’s Form 10-K filed with the Securities and Exchange Commission on April 2,
2018.
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Pursuant
to the terms of the Series K Convertible Preferred Stock, the Series L Convertible Preferred Stock, the Series M Convertible Preferred
Stock, the Series N Convertible Preferred Stock, the Series O Convertible Preferred Stock and warrants held by each of the Reporting
Persons, as applicable, the Reporting Persons cannot convert such shares of convertible preferred stock or exercise such warrants
to the extent the Reporting Persons would beneficially own, after such conversion or exercise, as applicable, more than 4.99%
of the outstanding shares of Common Stock (the “
4.99% Blocker
”). The percentage set forth on Row (11) and the
number of shares of Common Stock set forth on rows (5) through (9) of the cover page for each of the Reporting Persons give effect
to the 4.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise or convert any of the warrants
or convertible preferred stock held by the Reporting Person, other than as set forth on the cover page for each of the Reporting
Persons, due to the 4.99% Blocker.
The
foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares
of Common Stock held by (including the shares of Common Stock issuable upon conversion of the Series K Convertible Preferred Stock,
the Series L Convertible Preferred Stock, the Series M Convertible Preferred Stock, the Series N Convertible Preferred Stock,
the Series O Convertible Preferred Stock and upon exercise of the warrants to) the Reporting Persons.
For
the avoidance of doubt, this statement is being filed on a voluntary basis.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certifications.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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August
6, 2018
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Date
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/s/
Barry Honig
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Signature
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BARRY
& RENEE HONIG CHARITABLE FOUNDATION, INC.
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/s/
Barry Honig
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Signature
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Barry
Honig, President
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Name/Title
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GRQ
CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG
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/s/
Barry Honig
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Signature
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Barry
Honig, Trustee
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Name/Title
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GRQ
CONSULTANTS, INC. ROTH 401K FBO RENEE HONIG
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/s/
Barry Honig
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Signature
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Barry
Honig, Trustee
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Name/Title
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