MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) Files An 8-K Entry into a Material Definitive Agreement

MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On October 18, 2017, MabVax Therapeutics Holdings, Inc. (the Company”) entered into exchange agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”) with the holders of all of the Company’s outstanding shares of Series F Convertible Preferred Stock (the “Series F Preferred Stock”), Series G Convertible Preferred Stock (the “Series G Preferred Stock”) and Series H Convertible Preferred Stock (the “Series H Preferred Stock”), to which 665,281 shares of Series F Preferred Stock, 1,000,000 shares of Series G Preferred Stock and 850 shares of Series H Preferred Stock were exchanged for an aggregate of 58,000 newly authorized shares of Series L Convertible Preferred Stock (the “Series L Preferred Stock”). In connection with the transaction we agreed to hold a special meeting of stockholders to approve the issuance of common stock upon conversion of the Series L Preferred Stock.

The terms of the Exchange Agreements and Series L Preferred Stock were determined by arms-length negotiation between the parties. No commission or other payment was received by the Company in connection with the Exchange Agreements. Such exchange was conducted to the exemption provided by Section3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and Series L Preferred Stock issuable to the Exchange Agreements and the Conversion Shares will be issued in reliance on the exemption from registration contained in Section3(a)(9) of the Securities Act.

to a registration rights agreement entered into between the Company and the Holders on October 18, 2017 (the “Registration Rights Agreement”), the Company agreed to use its reasonable best efforts to file a registration statement registering the Conversion Shares for resale within ten days of closing and cause the registration statement to be declared effective within 30 days of filing.

The foregoing description of the Exchange Agreement and Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement and form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this report, respectively, and are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.03

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

On October 16, 2017, the Company filed a Certificate of Designations, Preferences and Rights of the 0% Series L Convertible Preferred Stock (the "Certificate of Designation") with the Delaware Secretary of State, designating 58,000 shares of preferred stock as Series L Preferred Stock. On October 18, 2017, the Company filed a Certificate of Correction to the Certificate of Designation to include a sentence that was inadvertently omitted.

The shares of Series L Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series L Preferred Stock, plus all accrued and unpaid dividends (the “Base Amount”), if any, on such Series L Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series L Preferred Stock is $100 and the initial conversion price is $0.60 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events.

The holders of Series L Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series L Preferred Stock shall participate on an “as converted” basis, with all dividends declared on our common stock.In addition, if the Company grants, issues or sells any rights to purchase its securities pro rata to all record holders of common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series L Preferred Stock then held.

We are prohibited from effecting a conversion of the Series L Preferred Stock if the Company has not obtained stockholder approval for the full conversion of the Series L Preferred Stock in accordance with the rules of the Nasdaq Stock Market LLC ("Nasdaq") or to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series L Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series L Preferred Stock, substituting the consolidated closing bid price of the common stock on October 13, 2017, for the then-applicable conversion price, and not in excess of the beneficial ownership limitations or limitations required by the rules and regulations of Nasdaq.

Holders of Series L Preferred Stock will be entitled to a preferential payment of cash per share equal to the greater of 50% of the Base Amount on the date of payment or the amount per share had the holders converted such preferred shares immediately prior to the date of payment upon the liquidation, dissolution or winding up of the affairs of the Company, or a consolidation or merger of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed.

The foregoing description of the Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation and Certificate of Correction, copies of which are filed as Exhibits 3.1 and 3.2 to this report, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

Certificate of Designations of Preferences, Rights and Limitations of Series L Convertible Preferred Stock

3.2

Certificate of Correction to the Certificate of Designations of Preferences, Rights and Limitations of Series L Convertible Preferred Stock

Form of Exchange Agreement

Form of Registration Rights Agreement


MABVAX THERAPEUTICS HOLDINGS, INC. Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF DESIGNATIONS OF PREFERENCES,…
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