San Diego-based MabVax Therapeutics Inc., a privately held cancer immunotherapy company, and Telik Inc., a publicly traded clinical-stage oncology drug development company, have finalized their merger.
MabVax merged with the wholly owned subsidiary of Palo Alto-based Telik (Nasdaq: TELK) in an all-stock transaction and in turn became a wholly owned subsidiary of Telik, according to the companies.
The merger, initially announced May 12, became effective July 8.
According to Telik, its stockholders on July 7 approved the issuance of the shares of common stock, preferred stock and warrants in the merger to the stockholders and warrant holders of MabVax. In all, nearly 9.35 million shares of common stock, more than 2.76 million shares of Series A-1 preferred stock and warrants to acquire more than 16.44 million shares of common stock of Telik are to be issued. As a result, Telik has roughly 13.93 million shares of common stock, 2.76 million shares of Series A-1 preferred stock, 1.25 million shares of Series B preferred stock and warrants to acquire 17.07 million shares of common stock outstanding.
Also as a result of the merger, J. David Hansen, formerly president and CEO of MabVax, became president, CEO and chairman of the board of Telik. Michael Wick, who was president and CEO of Telik, remains on the board, according to the companies.
According to the companies, due to Telik’s failure to obtain stockholders’ approval for a 5-to-1 reverse stock split described in Telik’s proxy statement, the new combined company will not immediately be able to fully comply with Nasdaq’s terms for listing on that exchange. The company anticipates that the NASDAQ Listing Qualifications Panel will issue a determination to suspend trading the company’s stock on The NASDAQ Capital Market in the near term. If that happens, the company expects its common stock to trade on the Nasdaq OTCQX market pending an appeal.
“Through this transaction, MabVax has been able to achieve our primary objective of becoming a publically traded company,” Hansen said. “While we were not able to immediately achieve all of our objectives in the merger, we believe we have a plan in place to allow us to resolve the remaining listing issues with Nasdaq in the near term.”
Prior to the close of the merger, MabVax said it closed a $3 million common stock financing.
According to MabVax, investors paid $2.59 per share of MabVax common stock and will receive roughly 2.23 shares of Telik common stock for each share of MabVax common stock following consummation of the merger. H.C. Wainwright & Co., LLC, Palladium Capital Advisors LLC and Dawson James Securities assisted as placement agents in the transaction.
On July 7, investors in the Series C preferred stock financing that closed in February exercised warrants to buy additional shares of MabVax Series C preferred stock. Total proceeds from the exercise of the C-1 warrants were $1.5 million.