MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2017, MabVax Therapeutics Holdings, Inc. (the Company)
entered into separate subscription agreements (the Subscription
Agreements) with accredited investors (the Investors) to which
the Company agreed to sell an aggregate of $850,000 of 0% Series
H Convertible Preferred Stock (the Series H Preferred Stock).
entered into separate subscription agreements (the Subscription
Agreements) with accredited investors (the Investors) to which
the Company agreed to sell an aggregate of $850,000 of 0% Series
H Convertible Preferred Stock (the Series H Preferred Stock).
The shares of Series H Preferred Stock are convertible into
shares of common stock, par value $0.01 per share (the “Common
Stock”), based on a conversion calculation equal to the stated
value of the Series H Preferred Stock, plus all accrued and
unpaid dividends (the Base Amount), if any, on such Series H
Preferred Stock, as of such date of determination, divided by
the conversion price. The stated value of each share of Series
H Preferred Stock is $1,000 and the initial conversion price is
$1.75 per share, each subject to adjustment for stock splits,
stock dividends, recapitalizations, combinations, subdivisions
or other similar events.
shares of common stock, par value $0.01 per share (the “Common
Stock”), based on a conversion calculation equal to the stated
value of the Series H Preferred Stock, plus all accrued and
unpaid dividends (the Base Amount), if any, on such Series H
Preferred Stock, as of such date of determination, divided by
the conversion price. The stated value of each share of Series
H Preferred Stock is $1,000 and the initial conversion price is
$1.75 per share, each subject to adjustment for stock splits,
stock dividends, recapitalizations, combinations, subdivisions
or other similar events.
In the event of a liquidation, dissolution or winding up of the
Company, each share of Series H Preferred Stock will be
entitled to a per share preferential payment equal to the Base
Amount. All shares of our capital stock will be junior in rank
to Series H Preferred Stock with respect to the preferences as
to dividends, distributions and payments upon the liquidation,
dissolution and winding-up of the Company other than Series A
through G Preferred Stock. The holders of Series H Preferred
Stock will be entitled to receive dividends if and when
declared by our board of directors. The Series H Preferred
Stock shall participate on an as converted basis, with all
dividends declared on our Common Stock.In addition, if we
grant, issue or sell any rights to purchase our securities pro
rata to all our record holders of our 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 H Preferred Stock then held.
Company, each share of Series H Preferred Stock will be
entitled to a per share preferential payment equal to the Base
Amount. All shares of our capital stock will be junior in rank
to Series H Preferred Stock with respect to the preferences as
to dividends, distributions and payments upon the liquidation,
dissolution and winding-up of the Company other than Series A
through G Preferred Stock. The holders of Series H Preferred
Stock will be entitled to receive dividends if and when
declared by our board of directors. The Series H Preferred
Stock shall participate on an as converted basis, with all
dividends declared on our Common Stock.In addition, if we
grant, issue or sell any rights to purchase our securities pro
rata to all our record holders of our 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 H Preferred Stock then held.
We are prohibited from effecting a conversion of the Series H
Preferred Stock 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 Ccommon Stock
upon conversion of the Series H 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 holders
Series H Preferred Stock, but not in excess of the beneficial
ownership limitations.
Preferred Stock 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 Ccommon Stock
upon conversion of the Series H 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 holders
Series H Preferred Stock, but not in excess of the beneficial
ownership limitations.
The shares were offered and sold 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). On the closing date, the
Company entered into registration rights agreements (the
Registration Rights Agreements) with each of the Investors, to
which the Company agreed to undertake to file a registration
statement to register the resale of the shares within thirty (30)
days following the closing date, to cause such registration
statement to be declared effective by the Securities and Exchange
Commission within sixty (60) days of the closing date and to
maintain the effectiveness of the registration statement until
all of such shares have been sold or are otherwise able to be
sold to Rule 144 under the Securities Act, without any
restrictions.
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). On the closing date, the
Company entered into registration rights agreements (the
Registration Rights Agreements) with each of the Investors, to
which the Company agreed to undertake to file a registration
statement to register the resale of the shares within thirty (30)
days following the closing date, to cause such registration
statement to be declared effective by the Securities and Exchange
Commission within sixty (60) days of the closing date and to
maintain the effectiveness of the registration statement until
all of such shares have been sold or are otherwise able to be
sold to Rule 144 under the Securities Act, without any
restrictions.
The foregoing descriptions of the Subscription Agreements and the
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Subscription Agreement and the form of Registration Rights
Agreement, copies of which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Report and are incorporated by
reference herein.
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Subscription Agreement and the form of Registration Rights
Agreement, copies of which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Report and are incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01
above, which is incorporated by reference, in its entirety, into
this Item 3.02.
above, which is incorporated by reference, in its entirety, into
this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
On May 3, 2017, the Company filed a Certificate of Designations,
Preferences and Rights of the 0% Series H Convertible Preferred
Stock (the Certificate of Designations) with the Delaware
Secretary of State, designating 2,000 shares of preferred stock
as Series H Preferred Stock.
Preferences and Rights of the 0% Series H Convertible Preferred
Stock (the Certificate of Designations) with the Delaware
Secretary of State, designating 2,000 shares of preferred stock
as Series H Preferred Stock.
The foregoing description of the Series H Preferred Stock is
qualified in its entirety by reference to the full text of the
Form of Certificate of Designations, a copy of which is filed as
Exhibit 3.1 to this Report and is incorporated by reference
herein.
qualified in its entirety by reference to the full text of the
Form of Certificate of Designations, a copy of which is filed as
Exhibit 3.1 to this Report and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1
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Form of Certificate of Designations, Preferences and
Rights of the 0% Series H Convertible Preferred Stock |
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10.1
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Form of Subscription Agreement
|
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10.2
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Form of Registration Rights Agreement
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MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) Recent Trading Information
MABVAX THERAPEUTICS HOLDINGS, INC. (NASDAQ:MBVX) closed its last trading session down -0.03 at 1.98 with 14,216 shares trading hands.
