On September 28, 2017 — MabVax Therapeutics Holdings, Inc. (NASDAQ: MBVX) a clinical-stage biotechnology company focused on the development of antibody-based products to address unmet medical needs in the treatment of cancer, reported that its Special Meeting of Stockholders scheduled for and convened on September 28, 2017 (the "Special Meeting"), was adjourned to achieve a quorum on the proposals to be approved (Press release, MabVax, SEP 28, 2017, View Source [SID1234520692]).
The Special Meeting has been adjourned to 3:00 p.m. Pacific Daylight Time/6:00 p.m. Eastern Daylight Time on Monday, October 2, 2017, at the offices of the Company at 11535 Sorrento Valley Road, Suite 400, San Diego, CA 92121, to allow additional time for MabVax stockholders to vote on proposals to approve the following:
1. A reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to September 28, 2018, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors;
2. The potential issuance of up to an aggregate of 3,400,000 shares of common stock, in excess of 19.99% of the number of shares of common stock that were issued and outstanding on August 11, 2017, consisting of (i) 2,386,360 shares of common stock issuable upon conversion of Series J Preferred Stock, issued to investors in a financing consummated in August 2017 and (ii) 1,013,640 shares of common stock available for issuance under designated but unissued shares of Series J Preferred Stock;
3. If the Proposal 2 is approved, to approve the potential issuance of up to 6,500,000 shares of common stock upon conversion of Series K Preferred Stock issuable in connection with a financing consummated in August 2017, in excess of 19.99% of the number of shares of common stock that were issued and outstanding on August 11, 2017;
4. The issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below the market price of the common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d);
5. The issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of the common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d); and
6. The Fifth Amended and Restated MabVax Therapeutics Holdings, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan, including the reservation of 6,128,406 shares of common stock for issuance, each as set forth in the MabVax’s proxy statement filed with the Securities and Exchange Commission ("SEC").
The affirmative vote of over 50% of the issued and outstanding voting power of MabVax’s outstanding voting shares is required for the approval of the reverse stock split; a majority of the votes cast is required for the approval of Proposal 2, provided however, that no shares of common stock underlying the Series J Preferred Stock may be counted towards approval of this proposal; a majority of the votes cast is required for the approval of Proposal 3, provided however, that no shares of common stock underlying the Series K Preferred Stock may be counted towards approval of this proposal; and a majority of the votes cast is required for the approval of each of the remaining proposals.
During the period of the adjournment, MabVax will continue to solicit proxies from its stockholders with respect to the proposals set forth in the proxy statement. Only stockholders of record on the record date of August 28, 2017, are entitled to and are being requested to vote. If a stockholder has previously submitted its proxy card and does not wish to change its vote, no further action is required by such stockholder.
No changes have been made in the proposals to be voted on by stockholders at the Special Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC’s website at www.sec.gov.
MabVax encourages all stockholders that have not yet voted to vote their shares by 11:59 p.m. on Sunday, October 1, 2017, Eastern daylight time. If you have not voted, or have mislaid your proxy materials or are uncertain if you have voted all the shares you are entitled to vote please see "How You Can Vote," below. Every single vote counts.
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