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 to Exchange Agreements dated October 18, 2017.

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.

The proposal was approved.

3) To authorize an amendment to the Company’sFifth 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.

The proposal was approved.

The Company announced today approval of Proposals 1, 2, and 3. A copy of the press release is attached.

(d)Exhibits.

The exhibit listed in the following Exhibit Index is furnished with this Current Report on Form 8-K.

MABVAX THERAPEUTICS HOLDINGS, INC. Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1   Exhibit 99.1   MabVax Stockholders Approve Proposals at Special Meeting of Stockholders     San Diego,…
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