On August 16, 2017, MabVax Therapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (the “Staff”) notifying the Company that the stockholders’ equity of $86,814 as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, was below the minimum stockholders’ equity of $2,500,000 required for continued listing on the NASDAQ Capital Market as set forth in NASDAQ listing rule 5550(b)(1) (the “Rule”).The decline in the Company’s stockholders’ equity was largely a result of planned expenditures related to Phase 1 clinical trials of the Company’s therapeutic antibody MVT-5873 and the PET diagnostic imaging product MVT-2163. A total of 50 patients with locally advanced or metastatic pancreatic cancer were treated with MVT-5873 or imaged with MVT-2163. The phase 1 trial results from both studies were presented in June of 2017. Results from both trials were highly encouraging demonstrating early safety, specificity for the target and a potential efficacy signal. The lead development program, the radioimmunotherapy product MVT-1075, has just entered the clinic in a phase 1 dose escalation safety trial. While all trials were completed on time and within budget, clinical expenses exceeded the capital that was raised to perform the studies. The Company was unable to leverage the successful phase 1 trial results and raise the necessary capital to maintain stockholders’ equity sufficiently early enough before the quarter ended June 30, 2017.

The Company has been provided 45 calendar days, or until September 30, 2017, to submit a plan (the “Plan”) to regain compliance with the Rule. If the Plan is accepted, the Staff may grant an extension of up to 180 calendar days from the date of the notification letter (the “Maximum Extension”) to evidence compliance with the Rule.

While the Company is exercising diligent efforts to maintain the listing of its common stock on NASDAQ, and intends to timely provide NASDAQ with its Plan to regain compliance with the Rule, there can be no assurance that the Staff will accept the Plan or that if the Plan is accepted, the Maximum Extension will be granted or that the Company will be able to regain compliance with the Rule.

In the event the Plan is not accepted or the Company fails to demonstrate compliance during the extension period, the Company expects the Staff to provide written notification to the Company that its securities will be delisted from the NASDAQ Capital Market (a “Delisting Notice”). If the Company receives a Delisting Notice, the Company may appeal the Staff’s determination to delist its securities to a Hearings Panel.

On August 22, 2017, the Company issued a press release announcing the closing of $1.3 million registered direct offering, engaging an advisory bank to explore strategic alternatives, and the receipt of a letter from the NASDAQ Capital Market giving the Company notice that the Company was below the minimum stockholders’ equity of $2,500,000 required for continued listing on the NASDAQ Capital Market as set forth in NASDAQ listing rule 5550(b)(1). The press release is attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

(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 SEC Connect   Exhibit 99.1       MabVax Therapeutics Holdings,…
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