0001062993-15-006365.txt : 20151120 0001062993-15-006365.hdr.sgml : 20151120 20151120163058 ACCESSION NUMBER: 0001062993-15-006365 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151120 DATE AS OF CHANGE: 20151120 GROUP MEMBERS: PINNACLE FAMILY OFFICE INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MABVAX THERAPEUTICS HOLDINGS, INC. CENTRAL INDEX KEY: 0001109196 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930987903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60385 FILM NUMBER: 151247032 BUSINESS ADDRESS: STREET 1: 11588 SORRENTO VALLEY ROAD STREET 2: SUITE 20 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582599405 MAIL ADDRESS: STREET 1: 11588 SORRENTO VALLEY ROAD STREET 2: SUITE 20 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: TELIK INC DATE OF NAME CHANGE: 20000313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 FILING VALUES: FORM TYPE: SC 13G/A SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A Pinnacle Family Office Investments, L.P.: Form SC 13G/A - Filed by newsfilecorp.com

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

MabVax Therapeutics Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

55414P108
(CUSIP Number)

October 30, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[   ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13G

CUSIP NO. 55414P108 Page 2 of 6

  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1  
  Pinnacle Family Office Investments, L.P., a Texas limited partnership
  27-1405464
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                       
                                                                                                                                       (a)  [   ]
                                                                                                                                       (b)  [X]
       
3 SEC USE ONLY
       
       
4 CITIZENSHIP OR PLACE OF ORGANIZATION
       
  Texas    
       
NUMBER OF   SOLE VOTING POWER
 
5
 
SHARES   1,333,333 shares of Common Stock
    SHARED VOTING POWER
BENEFICIALLY
6
 
    0
OWNED BY EACH   SOLE DISPOSITIVE POWER
 
7
 
REPORTING   1,333,333 shares of Common Stock
 

SHARED DISPOSITIVE POWER   

PERSON WITH
8
 
      0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
  1,333,333 shares of Common Stock

  10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                       [X]
   
       
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11      
  4.7% (See Item 4)
       
  TYPE OF REPORTING PERSON
12      
  PN    


SCHEDULE 13G

CUSIP NO. 55414P108 Page 3 of 6

  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
  Barry M. Kitt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                   
                                                                                                                                   (a)  [  ]
                                                                                                                                       (b)  [X]
     
3 SEC USE ONLY
     
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION
     
  United States of America
     
NUMBER OF SOLE VOTING POWER
5
SHARES 1,333,333 shares of Common Stock
SHARED VOTING POWER
BENEFICIALLY
6
0
OWNED BY EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,333,333 shares of Common Stock

SHARED DISPOSITIVE POWER   

PERSON WITH
8
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
  1,333,333 shares of Common Stock

  10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                    [X]
 
     
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11    
  4.7% (See Item 4)
     
  TYPE OF REPORTING PERSON
12    
  IN  


SCHEDULE 13G

CUSIP NO. 55414P108 Page 4 of 6

Item 1(a). Name of Issuer:

MabVax Therapeutics Holdings, Inc. (the "Issuer")

Item 1(b). Address of Issuer's Principal Executive Offices:

11588 Sorrento Valley Rd., Suite 20
San Diego, California 92121

Items 2(a),  
(b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship:

This Amendment No. 1 to Schedule 13G is being filed on behalf of Pinnacle Family Office Investments, L.P. and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons").

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of the Reporting Persons is 5910 North Central Expressway, Suite 1475, Dallas, TX 75206. For citizenship, see Item 4 of each cover page.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the "Common Stock")

Item 2(e). CUSIP Number:

55414P108

Item 3. Not applicable

Item 4. Ownership.

  (a)

Amount beneficially owned: 1,333,333 shares of Common Stock *

     
  (b)

Percent of class:

     
   

Based on 28,391,072 shares of Common Stock of the Issuer outstanding as of October 23, 2015, the Reporting Persons hold approximately 4.7%* of the issued and outstanding Common Stock of the Issuer. This does not include warrants to purchase 666,666 shares of the Issuer’s Common Stock owned by the Reporting Person, which contains a 4.99% beneficial ownership blocker.



SCHEDULE 13G

CUSIP NO. 55414P108 Page 5 of 6
     
  (c)

Number of shares to which such person has:

     
  (i)

Sole power to vote or direct the vote: 1,333,333 shares of Common Stock*

     
  (ii)

Shared power to vote or direct the vote: 0


  (iii)

Sole power to dispose or to direct the disposition of: 1,333,333 shares of Common Stock*

     
  (iv)

Shared power to dispose of or direct the disposition of: 0


 

*This statement is filed on behalf of Pinnacle Family Office Investments, L.P. (“Pinnacle”) and Barry M. Kitt. Pinnacle Family Office, LLC (“Pinnacle Family”) is the general partner of Pinnacle. Mr. Kitt is the manager of Pinnacle Family. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .  [ X ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of a Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SCHEDULE 13G

CUSIP NO. 55414P108 Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    November 20, 2015
     
  PINNACLE FAMILY OFFICE INVESTMENTS, L.P.
   
  By: Pinnacle Family Office, LLC, its general partner
     
  By: /s/ Barry M. Kitt
   

Barry M. Kitt, its manager

     
    /s/ Barry M. Kitt
  Barry M. Kitt


SCHEDULE 13G

CUSIP NO. 55414P108  
                                                                                                                                                                                                                                                   Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,333,333 shares of Common Stock of MabVax Therapeutics Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on November 20, 2015.

  PINNACLE FAMILY OFFICE INVESTMENTS, L.P.
   
  By: Pinnacle Family Office, LLC, its general partner
     
  By: /s/ Barry M. Kitt
   

Barry M. Kitt, its manager

     
    /s/ Barry M. Kitt
  Barry M. Kitt