As previously disclosed, in connection with its public offering
of common stock and Series G Convertible Preferred Stock that
closed on May 19, 2017 (the May 2017 Public Offering), MabVax
Therapeutics Holdings, Inc. (the “Company”) agreed to issue an
aggregate of 2,900,000 shares of common stock (the Inducement
Shares) to existing investors who made a minimum required
investment in the May 2017 Public Offering and who held certain
securities previously issued to them and to effectuate the
cancellation of certain outstanding warrants and the amendment of
certain outstanding warrants held by these investors. In
connection with the foregoing, and as previously disclosed,
certain of these investors have the right to receive their
Inducement Shares in the form of newly authorized Series I
Convertible Preferred Stock with a par value and stated value of
$0.01 per share (the Series I Preferred Stock).

To receive the Inducement Shares, the investors must agree, by
entering into a letter agreement in the form that was attached as
Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q that
was filed with the SEC on May 21, 2017 (the Letter Agreement) to
cancel the warrants issued to them in the August 2016 Public
Offering. Based on participation by existing investors, we
estimate that at least 1.5 million of the total of 1.9 million
warrants to purchase common stock at an exercise price of $5.55
per share and at least 1.5 million of the total of 1.9 million
warrants to purchase common stock at an exercise price of $6.29
per share will be cancelled.

The investors who participated in the offering and who also hold
warrants to purchase shares of common stock at the exercise price
of $11.10 per share must also agree by way of the Letter
Agreement to amend such warrants to lower the exercise price to
$2.00 per share and remove the cashless exercise provision. We
estimate that less than 40,000 of the aggregate of the 805,361
warrants currently outstanding at a price per share of $11.10
would be repriced to $2.00 per share.

On May 26, 2017, Company issued, or reserved for issuance at the
Companys transfer agent pending receipt of the Letter Agreements
signed by the investors, Inducement Shares consisting of 931,336
shares of common stock and 1,968,664 shares of Series I Preferred
Stock. The Company is in the process of cancelling warrants to
purchase approximately 3.1 million shares of common stock, and
expects amendments of warrants at $11.10 per share to be less
than 40,000, pending verifications of ownership completed to
date.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures in Item1.01 of this Current Report are
incorporated herein by reference. The Inducement Shares were
issued solely to accredited investors in reliance on the
exemption from registration afforded by Rule 506 of Regulation D
and Section 4(a)(2) of the Securities Act of 1933, as amended
(the Securities Act).

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The disclosures in Item1.01 of this Current Report are
incorporated herein by reference. As approved by the Companys
Board of Directors, the Company filed with the Secretary of State
of the State of Delaware a Certificate of Designation of
Preferences, Rights and Limitations of Series I Preferred Stock
(the Series I Certificate of Designations), on May 26, 2017. to
the Series I Certificate of Designations, the Company designated
1,968,664 shares of its blank check preferred stock as Series I
Preferred Stock. Each share of Series I Preferred Stock has a
stated value of $0.01 per share.In the event of a liquidation,
dissolution or winding up of the Company, each share of Series I
Preferred Stock will be entitled to a per share preferential
payment equal to the stated value. Each share of Series I
Preferred Stock is convertible into one share of common stock.The
conversion ratio is subject to adjustment in the event of stock
splits, stock dividends, combination of shares and similar
recapitalization transactions.The Company is prohibited from
effecting the conversion of the Series I Preferred Stock to the
extent that, as a result of such conversion, the holder
beneficially owns more than 4.99%, in the aggregate, of the
issued and outstanding shares of the Companys Common Stock
calculated immediately after giving effect to the issuance of
shares of Common Stock upon the conversion of the Series I
Preferred Stock (the Beneficial Ownership Limitation).Each share
of Series I Preferred Stock entitles the holder to vote on all
matters voted on by holders of Common Stock. With respect to any
such vote, each share of Series I Preferred Stock entitles the
holder to cast such number of votes equal to the number of shares
of Common Stock such shares of Series I Preferred Stock are
convertible into at such time, but not in excess of the
Beneficial Ownership Limitation. The foregoing description of the
Series I Certificate of Designations is not complete and is
subject to, and qualified in its entirety by, the full text of
Series I Certificate of Designations, included as Exhibit 3.1 of
this Current Report which is incorporated herein by reference.

The stated value of the Series I Preferred Stock was incorrectly
stated as $1.75 in the Subsequent Events portion and Item 5 of
the Companys Quarterly Report on Form 10-Q filed on May 22, 2017.
The correction in stated value has no impact on the financial
statements as of the period ended March 31, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Form of Certificate of Designations, Preferences and Rights of the 0% Series I Convertible Preferred Stock