0001193125-14-272183.txt : 20140718 0001193125-14-272183.hdr.sgml : 20140718 20140718060806 ACCESSION NUMBER: 0001193125-14-272183 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140718 DATE AS OF CHANGE: 20140718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELIK 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60385 FILM NUMBER: 14981641 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEN JOHN DAVID CENTRAL INDEX KEY: 0001186123 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: MABVAX THERAPEUTICS HOLDINGS, INC. STREET 2: 11588 SORRENTO VALLEY ROAD, SUITE 20 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D 1 d760562dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Telik, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

87959M109

(CUSIP Number)

John David Hansen

11588 Sorrento Valley Road, Suite 20

San Diego, CA 92121

Tel: (858) 259-9405

With a copy to:

Jeremy Glaser

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

3570 Carmel Mountain Road, Suite 300

San Diego, CA 92130

(858) 314-1515

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

July 8, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

* 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).

 

 

 


  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

John David Hansen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

704,5031

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

704,5031

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

704,5031

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

 

5.0%

14  

TYPE OF REPORTING PERSON

 

IN

 

(1) Consists of an aggregate of 533,589 shares of Telik, Inc. (the “Issuer”) common stock, par value $0.01 per share (the “Common Stock”), and 170,914 shares of Common Stock subject to options exercisable within sixty (60) days of the date of this Schedule 13D.
(2) The calculation is based on 13,932,937 shares of Common Stock of the Issuer as of July 15, 2014, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2014 plus 170,914 shares subject to options exercisable within sixty (60) days of the date of this Schedule 13D held by John David Hansen.

 

2.


Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Telik, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 11588 Sorrento Valley Road, Suite 20, San Diego, California, 92121.

Item 2. Identity and Background

 

  

(a)

   This Schedule 13D is being filed by John David Hansen (the “Reporting Person”).
   (b), (c)    The Reporting Person is Chairman of the board of directors (the “Board”), President and Chief Executive Officer of Issuer. The business address of the Reporting Person is 11588 Sorrento Valley Road, Suite 20, San Diego, California, 92121.
  

(d)

   During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
  

(e)

   During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
  

(f)

   The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On May 12, 2014, the Issuer, Telik, Inc., MabVax Therapeutics, Inc., a Delaware Corporation (“MabVax”) and Tacoma Acquisition Corp., a wholly-owned subsidiary of Issuer, entered into an Agreement and Plan of Merger, as amended in Amendment No. 1 to the Agreement and Plan of Merger, dated June 3, 2014 and Amendment No. 2 to the Agreement and Plan of Merger, dated July 7, 2014 (as amended, the “Merger Agreement”) pursuant to which Tacoma Acquisition Corp. (the “Merger Sub”), merged with and into MabVax Therapeutics, Inc. on July 8, 2014 with MabVax surviving as a wholly-owned subsidiary of Telik (the “Merger”).

In the Merger (i) the 240,000 outstanding shares of MabVax common stock held by the Reporting Person were converted into 533,589 shares of Common Stock (the “Shares”) and (ii) the 135,000 MabVax stock options exercisable for shares of MabVax common stock held by the Reporting Person were converted into 300,142 stock options of Telik, 170,914 of which are exercisable within sixty (60) days of the date of this Schedule 13D, exercisable for shares of the Common Stock (the “Options”), using a common exchange ratio of 2.223284.

Of the 300,142 Options, 100,047 of the Options have an exercise price of $0.09, are fully vested and exercisable and have an expiration date of February 1, 2020 and 200,095 of the Options have an exercise price of $0.18, expire on February 28, 2023 and vest according to the following schedule: twenty-five percent (25%) of the shares subject to the option vest and become exercisable on the one year anniversary measured from March 18, 2013, and the remaining shares subject to the option vest and become exercisable in thirty-six (36) successive, equal monthly installments thereafter, subject to the Reporting Person’s continued employment or services with the Issuer on each such vesting date.

Item 4. Purpose of Transaction

The information set for it Items 2 and 3 hereof is hereby incorporated by reference into this Item 4.

The Reporting Person acquired the Shares and the Options from the Issuer in the Merger pursuant to the terms and conditions of the Merger Agreement on July 8, 2014 in exchange for shares of MabVax Securities. Pursuant to the Merger Agreement, the Issuer and the other parties thereto agreed to use its reasonable best efforts to cause the appointment of the Reporting Person to the Board as soon as practicably possible upon the consummation of the Merger.

Consistent with the purpose of the transaction and the positions held by the Reporting Person as the Chairman of the Board, President and Chief Executive Officer of the Issuer, the Reporting Person has had or may in the future have discussions with fellow members of management, fellow members of the Board and others and may take actions or make suggestions and give advice to the Issuer regarding measures and changes. Such actions, discussions and advice may concern Issuer’s operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that the Reporting Person deems relevant to his positions with the Issuer.

 

3.


Item 5. Interest in Securities of the Issuer

(a) The Reporting Person beneficially owns or has a right to purchase an aggregate of 704,503 shares of Common Stock, representing approximately 5.0% of the of the Issuer’s issued and outstanding shares of Common Stock calculated based on 13,932,937 shares of the Common Stock outstanding as of July 15, 2014, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2014 plus 170,914 shares subject to options exercisable within sixty (60) days of the date of this Schedule 13D held by the Reporting Person. The 704,503 shares of Common Stock is the aggregate of 533,589 shares of Common Stock and 170,914 shares of Common Stock subject to options exercisable within 60 days of the date of this Schedule 13D.

(b) The Reporting Person has the sole voting and dispositive power with respect to 704,503 shares of the Common Stock, including 170,914 shares of Common Stock issuable upon exercise of the stock options within 60 days of the date of this Schedule 13D.

(c) Except as described in Items 3 and 4 of this Schedule 13D, there have been no transactions effected with the respect to the shares of Common Stock held by the Reporting Person within the past 60 days of the date hereof by the Reporting Person.

(d) The Reporting Person has the sole right to receive, or power to direct the receipt of dividends from, or the proceeds of sale of, the shares of Common Stock beneficially owned by him.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set for it Items 3 and 4 hereof is hereby incorporated by reference into this Item 4.

On February 12, 2014, the Reporting Person entered into Lock-Up Agreement with MabVax pursuant to which the Reporting Person is obligated, subject to certain conditions, to refrain from selling, offering to sell, contracting or agreeing to sell, hypothecating, pledging, granting any option to purchase, making any short sale or otherwise disposing of or agree to dispose of, directly or indirectly, any shares of Issuer Common Stock until after July 8, 2015.

Item 7. Material to Be Filed as Exhibits

 

10.1    Agreement and Plan of Merger, dated May 12, 2014, between Telik, Inc. Tacoma Acquisition Corp., Inc. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on May 12, 2014).
10.2    Amendment No. 1 to the Agreement and Plan of Merger, dated June 3, 2014, by and among Telik Inc., Tacoma Acquisition Corp. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on July 1, 2014).
10.3    Amendment No. 2 to the Agreement and Plan of Merger, dated July 7, 2014, by and among Telik Inc., Tacoma Acquisition Corp. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on July 9, 2014).
10.4    Lock-up Agreement relating to certain Common Stock shares issued pursuant to the Agreement and Plan of Merger.

 

4.


SIGNATURES

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: July 18, 2014

 

 

/s/ John David Hansen

John David Hansen

 

5.


EXHIBIT INDEX

 

Exhibit No.    Description
10.1    Agreement and Plan of Merger, dated May 12, 2014, between Telik, Inc. Tacoma Acquisition Corp., Inc. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on May 12, 2014).
10.2    Amendment No. 1 to the Agreement and Plan of Merger, dated June 3, 2014, by and among Telik Inc., Tacoma Acquisition Corp. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on July 1, 2014).
10.3    Amendment No. 2 to the Agreement and Plan of Merger, dated July 7, 2014, by and among Telik Inc., Tacoma Acquisition Corp. and MabVax Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of Telik’s Current Report on Form 8-K filed with the SEC on July 9, 2014).
10.4    Lock-up Agreement relating to certain Common Stock shares issued pursuant to the Agreement and Plan of Merger.

 

6.

EX-10.4 2 d760562dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

MABVAX THERAPEUTICS, INC.

February 12, 2014

MabVax Therapeutics, Inc.

11588 Sorrento Valley Road, Suite 20

Sand Diego, California 92121

 

 

Re:

  

MabVax Therapeutics, Inc. – Lock-Up Agreement

Dear Sirs:

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 12, 2014 by and among MabVax Therapeutics, Inc. (the “Company”) and the investors party thereto (the “Buyers”), with respect to the issuance of (i) shares of Series C-1 Preferred Stock which are convertible into shares of common stock of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) Series C-1 Warrants which will be exercisable to purchase Series C-1 Preferred Stock and (iii) Initial Warrants which will be exercisable to purchase Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

In order to induce the Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and ending on the one (1) year anniversary of the Public Company Date (the “Lock-Up Period”), the undersigned will not, and will cause all Affiliates of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock or Common Stock Equivalents, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common Stock or Common Stock Equivalents owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Undersigned’s Shares”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Undersigned’s Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or (4) publicly disclose the intention to do any of the foregoing.

The foregoing restriction is expressly agreed to preclude the undersigned, and any Affiliate of the undersigned and any person in privity with the undersigned or any Affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The

 

1.


undersigned now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the “Transfer Agent”) and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Lock-Up Agreement.

The undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Lock-Up Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.

The undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the same instrument.

This Lock-Up Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter, including, without limitation, that certain Amended and Restated Investors’ Rights Agreement, dated as of November 2, 2012, by and among the Company and the other parties thereto.

This Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

[Remainder of page intentionally left blank]

 

2.


Very truly yours,

/s/ J. David Hansen

J. David Hansen

 

Agreed to and Acknowledged:
MABVAX THERAPEUTICS, INC.
By:  

/s/ J. David Hansen

   J. David Hansen, President and
   Chief Executive Officer

 

3.