MabVax Therapeutics Enters Into Exchange Agreements To Issue Common Stock and Series D Preferred Stock Eliminating Series A-1 and B Convertible Preferred and Related Warrants

USA - English

• USA - English

SAN DIEGO, March 26, 2015 /PRNewswire/ -- MabVax Therapeutics Holdings, Inc. (OTCQB: MBVX), acancer diagnostic and immunotherapy company, today announced that it had successfully restructured approximately $5.2 Million of outstanding Series A-1and B convertible preferred stock and warrants eliminating entirely the toxic features which had been in place.  These instruments were outstanding at the time of the merger between MabVax and Telik in 2014.  The Exchange Agreements entered with the holders eliminated all rights and the securities will be retired.  As a result the company has effectively eliminated the toxic provisions of these previous financing instruments significantly improving and clarifying the capital structure of the company.

The restructuring resulted in exchange for commons stock and a new class of Series D convertible preferred stock with a fixed conversion price without variable market based conversion features, as set forth in the Certificate of Designation, Rights and Preferences filed with the State of Delaware on March 25, 2015.  The Series D convertible preferred stock is substantially equivalent to common stock other than beneficial ownership blocker provisions for holders that would hold in excess of a designated percentage of the outstanding common stock of the Company, and pro-rata adjustments in the event of major events such as splits, consolidations, and mergers.

The beneficial effect of restructuring will give the Company the control it needs to cease the dilution of the issued and outstanding common stock caused by these instruments that had been in place prior to the acquisition of MabVax by Telik allowing the company to pursue its plans and begin to consider re-uplisting to NASDAQ.

The restructuring should allow the company the flexibility it needs to advance our HuMab 5B1 antibody program into Phase I trials later this year.  The antibody is being developed as both a diagnostic and therapeutic product targeting pancreatic and colon cancer.   The Company has two vaccine programs in advanced Phase II trials for sarcoma and ovarian cancer, and is anticipating overall survival results in the first half of 2016.

David Hansen, CEO of MabVax stated, "The significant restructuring of the Company's securities is a major milestone allowing us to devote our attentions to our development efforts.  Management and the Board of Directors can focus on our ability to achieve our strategic goals of re-qualifying for listing on NASDAQ, attracting key strategic partners and completing the steps we have started to enhance the value of our technology."

About MabVax

MabVax Therapeutics Holdings, Inc. is cancer diagnostic and immunotherapy company focused on the development of vaccine and antibody based therapies to address unmet medical needs in the treatment of cancer.  MabVax has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers with the Company's proprietary vaccines. MabVax has the exclusive license to the therapeutic vaccines from Memorial Sloan Kettering Cancer Center.  MabVax has two cancer vaccines targeting recurrent sarcoma and ovarian cancer in proof of concept Phase II multi-center clinical trials, and a vaccine targeting neuroblastoma ready for Phase II clinical development.

Additional information about the Company is available at www.mabvax.com.

Forward Looking Statements

This press release contains "forward-looking statements" regarding matters that are not historical facts, including statements relating to the Company's development pipeline.  We are unable to provide assurance that all of the product development candidates in the pipeline will be fully developed by the Company.   Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements.  These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect.  Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties.  Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic filings with the Securities and Exchange Commission, including the factors described in the section entitled "Risk Factors" in its annual report on Form 10-K for the fiscal year ended December 31, 2013 and in the Proxy Statement dated July 25, 2014, (as amended and supplemented in our quarterly report on Form 10-Q/A for September 30, 2014, as amended March 25, 2015) and the Company's Current Report on Form 8-K filed March 26, 2015.  The parties do not undertake any obligation to update forward-looking statements contained in this press release.

SOURCE MabVax Therapeutics

Related Links

http://www.mabvax.com