MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September 11, 2017, MabVax Therapeutics Holdings, Inc. (the “Company”) entered into an engagement agreement (the “Engagement Agreement”) with Laidlaw & Company (UK) Ltd. (the “Placement Agent”) relating to the Company’s registered direct offering, issuance and sale (the “Offering”) to select accredited investors (the “Investors”) of up to 4,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share, (the “Common Stock”). A copy of the Engagement Agreement is attached hereto as Exhibit1.1.
to the Engagement Agreement, the Company has agreed to pay the Placement Agent a cash fee of 7.0% of the gross proceeds from the Offering from investors introduced to the Company by the Placement Agent and up to $7,500 for its expenses related to the offering. The Placement Agent has no commitment to purchase any of the shares of Common Stock and is acting only as an agent in obtaining indications of interest from investors who will purchase the shares of Common Stock directly from the Company. The Engagement Agreement requires us to indemnify the Placement Agent and certain of its affiliates against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Act”).
In addition, on September 11, 2017, the Company, the investors introduced to the Company by the Placement Agent, and other investors entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of the Shares. The purchase price per Share is $0.50.
Proceeds from the Offering shall be used to continue clinical studies currently underway for the Company’s therapeutic antibodies and for working capital and general corporate purposes. A copy of the form of Securities Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The net proceeds to the Company from the Offering, after deducting Placement Agent fees and the Company’s estimated offering expenses, are expected to be approximately $1.9 million. The Offering is expected to close on or before September 14, 2017.
In addition, the Company also agreed to issue up to approximately $7.75 million of 4% junior convertible notes due 12 months following the closing of the Offering. The notes shall be convertible at $0.60 per share and secured by all assets not previously pledged to the Company’s senior lender. The notes will be issued for cash and in exchange for all of the Company’s outstanding Series F, G, H and J Preferred stock, which will be retired.
The Shares are registered under the Act on the Company’s Registration Statement on Form S-3 (Registration No.333-219291) previously filed with the Securities and Exchange Commission and declared effective on July 27, 2017 (the “Registration Statement”). The Shares are being offered and sold to a base prospectus and a prospectus supplement filed as part of the Registration Statement.
The foregoing summaries of the terms of the Engagement Agreement and the Securities Purchase Agreement are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 1.1 and 10.1, respectively, and incorporated herein by reference. Each of the Engagement Agreement and the Securities Purchase Agreement contains representations and warranties that the respective parties made to, and solely for the benefit of, the other parties thereto in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Engagement Agreement and the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements or as stated therein and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.
Item 9.01(d). Financial Statements and Exhibits.
(d) Exhibits.
1.1 Engagement Agreement, dated September 11, 2017 between MabVax Therapeutics Holdings, Inc. and Laidlaw & Company (UK) Ltd.
5.1 Opinion of Sichenzia Ross Ference Kesner LLP.
10.1 Form of Securities Purchase Agreement, dated September 11, 2017, by and between MabVax Therapeutics Holdings, Inc. and each of the Purchasers (as defined therein).
MABVAX THERAPEUTICS HOLDINGS, INC. ExhibitEX-1.1 2 ex1-1.htm ENGAGEMENT AGREEMENT Blueprint Exhibit 1.1 LAIDLAW & COMPANY (UK) LTD. 546 Fifth Ave 41 Dover Street New York,…To view the full exhibit click here
