UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
MABVAX THERAPEUTICS HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
55414P 504
(CUSIP Number)
Barry Honig
555 South Federal Highway #450,
Boca Raton, FL 33432
561-307-2287
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2018
(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. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP
No. 55414P 504 |
| 1 | NAME
OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry Honig |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 1,208,904 (1) | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 1,208,904 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,208,904 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.99% (Based on 22,982,695 shares outstanding as of January 16, 2018) |
| 12 | TYPE
OF REPORTING PERSON IN |
| (1) | Includes (i) 13,514 shares of common stock held by Barry & Renee Honig Charitable Foundation, Inc. (the “Foundation”), for which Barry Honig is president and over which securities he holds voting and dispositive power, and (ii) 1,195,390 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”), for which Barry Honig is trustee and over which securities he holds voting and dispositive power. Excludes (i) 471,277 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, (ii) 1,200,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Roth 401K, (iii) 133,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Roth 401K, (iv) 93,333 shares of common stock underlying outstanding warrants held by Roth 401K, (v) 1,166,667 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K FBO Renee Honig (“Renee 401K”), for which Barry Honig’s spouse, Renee Honig, is trustee and over which securities she holds voting and dispositive power, (vi) 1,125,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Renee 401K, (vii) 1,533,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Renee 401K and (viii) 1,073,333 shares of common stock underlying outstanding warrants held by Renee 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership blocker. |
| CUSIP
No. 55414P 504 |
| 1 | NAME
OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry & Renee Honig Charitable Foundation Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Florida |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 13,514(1) | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 13,514(1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,514 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.06% (Based on 22,982,695 shares outstanding as of January 16, 2018) |
| 12 | TYPE
OF REPORTING PERSON* CO |
| (1) | Barry Honig is the president of the Foundation and in such capacity holds voting and dispositive power over the securities held by the Foundation. |
| CUSIP
No. 55414P 504 |
| 1 | NAME
OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GRQ Consultants, Inc. Roth 401K FBO Barry Honig |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Florida |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 1,195,390 (1) | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 1,195,390 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,195,390 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.94% (Based on 22,982,695 shares outstanding as of January 16, 2018) |
| 12 | TYPE
OF REPORTING PERSON* OO |
| (1) | Includes 1,195,390 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, for which Barry Honig is trustee and over which securities he holds voting and dispositive power. Excludes (i) 471,277 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, (ii) 1,200,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Roth 401K, (iii) 133,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Roth 401K and (iv) 93,333 shares of common stock underlying outstanding warrants held by Roth 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership blocker. |
Item 1. Security and Issuer
The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121.
Item 2. Identity and Background
(a) This statement is being filed by Barry Honig, Foundation and Roth 401K (collectively, the “Reporting Persons”).
(b) The Reporting Persons’ business address is 555 South Federal Highway #450, Boca Raton, FL 33432.
(c) N/A
(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Persons have 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 violations with respect to such laws.
(f) United States/Florida.
Item 3. Source and Amount of Funds or Other Considerations
All of the Issuer’s securities were purchased with the Reporting Persons’ personal funds or working capital
Item 4. Purpose of Transaction
All of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. The Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, as more fully described below.
The Reporting Person may engage in discussions with management and security holders of the Issuer and other persons with respect to the subject class of securities, the Issuer, the Issuer’s industry, business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and related and other matters. In particular, the Reporting Person may engage in discussions with management and security holders of the Issuer regarding the complexion of the Issuer’s board of directors and options for increasing shareholder value. The Reporting Person plans and proposes to review and analyze such Reporting Person’s interest in the Issuer on a continuing basis and may engage in such discussions, as well as discussions with the Issuer, the Issuer’s directors and officers and other persons related to the Issuer, as the Reporting Person deems necessary or appropriate in connection with the Reporting Person’s interest in the Issuer.
Depending upon the factors described below and any other factor that is or becomes relevant, the Reporting Person may develop plans and proposals to: (a) acquire additional amounts of the subject class of securities or different equity, debt, or other securities of the Issuer, derivative securities related to securities of the Issuer or other securities related to the Issuer (collectively, “Issuer-Related Securities”) or a combination or combinations of Issuer-Related Securities, including by purchase or other method, pursuant to open market, private, tender offer, or other transactions, using borrowed or other funds or consideration of or from any source described herein or other source or via a combination or combinations of such methods, transactions, consideration, and sources; (b) dispose of all or part of the securities covered by this statement and any other Issuer- Related Securities, including by sale or other method, pursuant to open market, private, or other transactions or via a combination or combinations of such methods and transactions; (c) engage in financing, lending, hedging, pledging, or similar transactions involving the securities covered by this statement or other Issuer-Related Securities or a combination or combinations of such transactions; (d) engage in discussions and otherwise communicate with the Issuer, officers, directors, and security holders of the Issuer and other persons related to the Issuer with respect to Issuer-Related Securities, the Issuer, the Issuer’s industry, business, condition, operations, structure, governance, management, capitalization, dividend policy, other policies, plans, and prospects and related and other matters; (e) suggest or recommend a transaction or transactions involving the acquisition, sale, or exchange of all or part of the Issuer-Related Securities or assets of the Issuer, other actions or a combination or combinations of such actions, in any case, which relates or relate to (or could result in) a change or changes to the Issuer’s business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and similar and other actions and changes; (f) make a proposal or proposals involving the acquisition or sale of all or part of the Issuer-Related Securities or assets of the Issuer; (g) make a proposal or proposals to request that the Issuer and/or the security holders of the Issuer consider an extraordinary or other transaction, such as a merger or reorganization, or a combination or combinations of such transactions; and (h) engage in a combination or combinations of the foregoing plans and/or proposals.
Each such plan or proposal may be subject to, and depend upon, a variety of factors, including (i) current and anticipated trading prices and the expected value of applicable Issuer-Related Securities, (ii) the Issuer’s financial condition and position, results of operations, plans, prospects and strategies, (iii) general industry conditions, (iv) the availability, form and terms of financing and other investment and business opportunities, (v) general stock market and economic conditions, (vi) tax considerations and (vii) other factors. Each acquisition, disposition, transaction, discussion, communication, suggestion, recommendation, proposal and other action described herein may be effected, made or taken, as applicable, at any time and/or from time to time without prior notice. Although the plans and proposals described herein reflect the plans and proposals presently contemplated by the Reporting Person with respect to the Issuer and the Issuer-Related Securities, as applicable, each such plan and proposal is subject to change at any time and from time to time dependent upon contingencies and assumed and speculative conditions and other factors, including actions taken by the Issuer, the Issuer’s board of directors, other security holders of the Issuer and other parties and the outcome of the discussions, communications, transactions and other actions described herein. There can be no assurance that any such plan or proposal will be consummated or pursued or result in any transaction described herein or other transaction or that any action contemplated by any such plan or proposal (or any similar action) will be taken.
Pursuant to certain letter agreements, the Issuer is required to obtain or has sought consents in connection with certain activities. The Reporting Person may engage in discussions with management and security holders of the Issuer and other persons with respect to the consents and related matters.
Item 5. Interest in Securities of the Issuer
(a) Barry Honig beneficially owns, together with all affiliates, an aggregate of 1,208,904 shares of the Issuer’s common stock, or 4.99% (Based on 22,982,695 shares outstanding as of January 16, 2018) of the Issuer’s issued and outstanding shares of common stock. This beneficial ownership:
| (1) | Includes (i) 13,514 shares of common stock held by the Foundation, for which Barry Honig is president and over which securities he holds voting and dispositive power, and (ii) 1,195,390 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, for which Barry Honig is trustee and over which securities he holds voting and dispositive power. Excludes (i) 471,277 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, (ii) 1,200,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Roth 401K, (iii) 133,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Roth 401K, (iv) 93,333 shares of common stock underlying outstanding warrants held by Roth 401K, (v) 1,166,667 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K FBO Renee Honig (“Renee 401K”), for which Barry Honig’s spouse, Renee Honig, is trustee and over which securities she holds voting and dispositive power, (vi) 1,125,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Renee 401K, (vii) 1,533,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Renee 401K and (viii) 1,073,333 shares of common stock underlying outstanding warrants held by Renee 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership blocker. |
(b) Barry Honig may be deemed to hold sole voting and dispositive power over 0 shares of common stock and shared voting and dispositive power over 1,208,904 shares of common stock(1). The Foundation may be deemed to hold shared voting and dispositive power over 13,514 shares of common stock. Roth 401K may be deemed to hold shared voting and dispositive power over 1,195,390 shares of common stock(2).
| (1) | Excludes (i) 471,277 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, (ii) 1,200,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Roth 401K, (iii) 133,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Roth 401K, (iv) 93,333 shares of common stock underlying outstanding warrants held by Roth 401K, (v) 1,166,667 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K FBO Renee Honig (“Renee 401K”), for which Barry Honig’s spouse, Renee Honig, is trustee and over which securities she holds voting and dispositive power, (vi) 1,125,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Renee 401K, (vii) 1,533,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Renee 401K and (viii) 1,073,333 shares of common stock underlying outstanding warrants held by Renee 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership blocker. | |
| (2) | Includes 1,195,390 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, for which Barry Honig is trustee and over which securities he holds voting and dispositive power. Excludes (i) 471,277 shares of common stock issuable upon conversion of the Issuer’s Series L Convertible Preferred Stock held by Roth 401K, (ii) 1,200,000 shares of common stock issuable upon conversion of the Issuer’s Series K Convertible Preferred Stock held by Roth 401K, (iii) 133,333 shares of common stock issuable upon conversion of the Issuer’s Series M Convertible Preferred Stock held by Roth 401K and (iv) 93,333 shares of common stock underlying outstanding warrants held by Roth 401K. The Series L Convertible Preferred Stock, Series K Convertible Preferred Stock, Series M Convertible Preferred Stock and outstanding warrants contain a 4.99% beneficial ownership blocker. |
(c) On February 8, 2018, Roth purchased units consisting of 133,333 shares of the Issuer’s Series M Convertible Preferred Stock and warrants to purchase 93,333 shares of common stock at a purchase price of $0.75 per unit.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 1,208,904 shares of common stock reported in Item 5(a).
(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities on October 13, 2017.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to the shares.
Item 7. Material to Be Filed as Exhibits
| Exhibit Number | Description | |
| 99.1 | Joint Filing Agreement among Barry Honig, GRQ Consultants, Inc. Roth 401K FBO Barry Honig and Barry & Renee Honig Charitable Foundation, Inc. |
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: February 12, 2018 | /s/ Barry Honig | |
| Barry Honig | ||
| Dated: February 12, 2018 | GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG | |
| By: | /s/ Barry Honig | |
| Barry Honig, Trustee | ||
| Dated: February 12, 2018 | Barry & Renee Honig Charitable Foundation, Inc. | |
| By: | /s/ Barry Honig | |
| Barry Honig, President | ||
Exhibit 99.1
AGREEMENT TO FILE JOINT SCHEDULE 13D
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of MabVax Therapeutics Holdings, Inc., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
| Dated: February 12, 2018 | /s/ Barry Honig | |
| Barry Honig | ||
| Dated: February 12, 2018 | GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG | |
| By: | /s/ Barry Honig | |
| Barry Honig, Trustee | ||
| Dated: February 12, 2018 | Barry & Renee Honig Charitable Foundation, Inc. | |
| By: | /s/ Barry Honig | |
| Barry Honig, President | ||