SEC Connect
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(b)
MABVAX THERAPEUTICS HOLDINGS, INC.
(Name
of Issuer)
Common Stock, $0.01 Par Value
(Title
of Class of Securities)
55414P 504
(CUSIP
Number)
Copy
to:
John
Stetson
c/o
Sichenzia Ross Ference Kesner LLP
1185
Avenue of the Americas, 37th Floor
New
York, New York 10036
(212) 930-9700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 11, 2017
(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)
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
John
Stetson
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b)
☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
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NUMBER
OF SHARES
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5
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
854,682
(1)(2)
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
854,682
(1)(2)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,682
(1)(2)
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.64%
(3)
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12
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TYPE OF
REPORTING PERSON
IN
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(1)
Represents 854,682
shares of the Issuer’s common stock (“Common
Stock”) held by HS Contrarian Investments, LLC (“HS
Contrarian”). Excludes the following shares of Common Stock
underlying the Issuer’s Preferred Stock which contain a 4.99%
beneficial ownership blocker: (i) shares of Series F Preferred
Stock which are convertible into 207,900 shares of Common Stock;
(ii) shares of Series G Preferred Stock which are convertible into
285,714 shares of Common Stock; (iii) shares of Series I Preferred
Stock which are convertible into 322,820 shares of Common Stock;
(iv) shares of Series J Preferred Stock which are convertible into
583,333 shares of Common Stock subject to shareholder approval; and
(v) shares of Series K Preferred Stock which are convertible into
1,600,000 shares of Common Stock subject to shareholder
approval.
(2)
John Stetson is the
Managing Member of HS Contrarian and in such capacity, is deemed to
hold voting and dispositive power of the securities held by HS
Contrarian.
(3)
Based on 15,145,430
shares of the Issuer’s common stock outstanding as of
September 15, 2017.
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1
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NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
HS
Contrarian Investments, LLC
|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b)
☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Florida
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NUMBER
OF SHARES
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5
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SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTNG POWER
854,682
(1)(2)
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
854,682
(1)(2)
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,682
(1)(2)
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|
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.64%
(3)
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12
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TYPE OF
REPORTING PERSON
OO
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(1)
Represents 854,682
shares of the Issuer’s common stock (“Common
Stock”) held by HS Contrarian Investments, LLC (“HS
Contrarian”). Excludes the following shares of Common Stock
underlying the Issuer’s Preferred Stock which contain a 4.99%
beneficial ownership blocker: (i) shares of Series F Preferred
Stock which are convertible into 207,900 shares of Common Stock;
(ii) shares of Series G Preferred Stock which are convertible into
285,714 shares of Common Stock; (iii) shares of Series I Preferred
Stock which are convertible into 322,820 shares of Common Stock
subject to shareholder approval; (iv) shares of Series J Preferred
Stock which are convertible into 583,333 shares of Common Stock;
and (v) shares of Series K Preferred Stock which are convertible
into 1,600,000 shares of Common Stock subject to shareholder
approval.
(2)
John Stetson is the
Managing Member of HS Contrarian and in such capacity, is deemed to
hold voting and dispositive power of the securities held by HS
Contrarian.
(3)
Based on 15,145,430
shares of the Issuer’s common stock outstanding as of
September 15, 2017.
Item
1(a).
Name of
Issuer:
MabVax Therapeutics Holdings, Inc.
(“Issuer”)
Item
1(b).
Address of Issuer's
Principal Executive Offices:
11535 Sorrento Valley Road, Suite 400, San Diego, California
92121
Item
2(a).
Name of Person
Filing.
The
statement is filed on behalf of John Stetson and HS Contrarian
Investments, LLC (collectively, the “Reporting
Person”).
Item
2(b).
Address of
Principal Business Office or, if None, Residence.
68 Fiesta Way, Fort Lauderdale, Florida 33301
John
Stetson is a United States citizen.
HS
Contrarian Investments, LLC is established in the state of
Florida.
Item
2(d).
Title of Class of
Securities.
Common
Stock, par value $0.01 per share.
55414P
504
Not
applicable.
(a)
Amount beneficially owned: 854,682 (1)
(b)
Percent of class: 5.64% (3)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 854,682
(1)(2)
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of: 854,682
(1)(2)
(1)
Represents 854,682
shares of the Issuer’s common stock (“Common
Stock”) held by HS Contrarian Investments, LLC (“HS
Contrarian”). Excludes the following shares of Common Stock
underlying the Issuer’s Preferred Stock which contain a 4.99%
beneficial ownership blocker: (i) shares of Series F Preferred
Stock which are convertible into 207,900 shares of Common Stock;
(ii) shares of Series G Preferred Stock which are convertible into
285,714 shares of Common Stock; (iii) shares of Series I Preferred
Stock which are convertible into 322,820 shares of Common Stock;
(iv) shares of Series J Preferred Stock which are convertible into
583,333 shares of Common Stock subject to shareholder approval; and
(v) shares of Series K Preferred Stock which are convertible into
1,600,000 shares of Common Stock subject to shareholder
approval.
(2)
John Stetson is the
Managing Member of HS Contrarian and in such capacity, is deemed to
hold voting and dispositive power of the securities held by HS
Contrarian.
(3)
Based on 15,145,430
shares of the Issuer’s common stock outstanding as of
September 15, 2017.
Item
5.
Ownership of Five
Percent or Less of a Class.
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 Group.
Not
applicable.
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.
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.
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Date:
September 19, 2017
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By:
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/s/
John Stetson
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John
Stetson
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HS
Contrarian Investments, LLC
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Date:
September 19, 2017
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By:
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/s/
John Stetson
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Name: John
Stetson
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Title:
President
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