Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2015 | |
Document And Entity Information | |
Entity Registrant Name | MABVAX THERAPEUTICS HOLDINGS, INC. |
Entity Central Index Key | 1,109,196 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | MBVX |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Entity Domain - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash and cash equivalents | $ 7,183,528 | $ 1,477,143 | $ 354,254 |
Grants receivable | 136,616 | 84,344 | |
Prepaid expenses - clinical operations | 0 | ||
Prepaid expenses | 133,603 | 334,629 | 44,408 |
Other current assets | 108,285 | 14,675 | |
Total current assets | 7,562,032 | 1,910,791 | 398,662 |
Property and equipment, net | 82,407 | 57,053 | 24,487 |
Goodwill | 6,826,003 | 6,826,003 | |
Other long term assets | 11,017 | 11,017 | 14,285 |
Total assets | 14,481,459 | 8,804,864 | 437,434 |
Current liabilities: | |||
Accounts payable | 981,746 | 1,313,247 | 66,977 |
Accrued compensation | 451,238 | 230,381 | 169,123 |
Accrued clinical operations and site costs | 359,541 | 494,110 | 773,523 |
Related party liabilities | 240,000 | ||
Accrued lease contingency fee | 590,504 | 590,504 | |
Other accrued expenses | $ 552,511 | 245,421 | 24,963 |
Warrant liability | 92,463 | ||
Total current liabilities | $ 2,935,540 | 2,966,126 | 1,274,586 |
Redeemable convertible preferred stock: | |||
Redeemable convertible preferred stock, value | 1,838,025 | 12,525,182 | |
Redeemable convertible preferred stock, total | 1,838,025 | ||
Stockholders' equity: | |||
Common stock, $0.01 par value; 150,000,000 shares authorized as of June 30, 2015, 25,225,472 and 2,802,867 shares issued and outstanding as of June 30, 2015, and December 31, 2014, respectively | $ 252,255 | 28,029 | 2,305 |
Additional paid-in capital | 62,630,665 | 24,492,450 | 607,913 |
Accumulated deficit | (51,339,315) | (24,550,308) | (13,972,552) |
Total stockholders' equity | 11,545,919 | 4,000,713 | (13,362,334) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 14,481,459 | 8,804,864 | 437,434 |
Redeemable Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred stock: | |||
Redeemable convertible preferred stock, value | 12,525,182 | ||
Series A-1 Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred stock: | |||
Redeemable convertible preferred stock, value | 5,787,906 | ||
Stockholders' equity: | |||
Convertible preferred stock | 4,029,576 | ||
Series C Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Convertible preferred stock | $ 966 | ||
Series D Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Convertible preferred stock | $ 1,981 | ||
Series E Preferred Stock [Member] | |||
Stockholders' equity: | |||
Convertible preferred stock | $ 333 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred stock: | |||
Redeemable convertible preferred stock, value | $ 6,737,276 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value | $ .01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 25,225,472 | 2,802,867 | 230,503 |
Common stock, shares outstanding | 25,225,472 | 2,802,867 | 230,503 |
Series A-1 Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred stock, shares authorized | 956,240 | ||
Redeemable convertible preferred stock, shares issued | 956,240 | ||
Redeemable convertible preferred stock, shares outstanding | 956,240 | ||
Redeemable convertible preferred stock, aggregate liquidation value | $ 8,013,996 | ||
Preferred stock, shares authorized | 2,763,000 | 2,763,000 | |
Convertible preferred stock, shares issued | 1,593,389 | ||
Convertible preferred stock, shares outstanding | 1,593,389 | ||
Convertible preferred stock, liquidation preference | $ 2,860,233 | ||
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 200,000 | 200,000 | |
Convertible preferred stock, shares issued | 96,571 | ||
Convertible preferred stock, shares outstanding | 96,571 | ||
Convertible preferred stock, liquidation preference | |||
Series D Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Convertible preferred stock, shares issued | 198,147 | ||
Convertible preferred stock, shares outstanding | 198,147 | ||
Convertible preferred stock, liquidation preference | $ 1,981 | ||
Series E Preferred Stock [Member] | |||
Preferred stock, shares authorized | 100,000 | ||
Convertible preferred stock, shares issued | 33,333 | ||
Convertible preferred stock, shares outstanding | 33,333 | ||
Convertible preferred stock, liquidation preference | $ 333 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Redeemable convertible preferred stock, shares authorized | 2,000,000 | ||
Redeemable convertible preferred stock, shares issued | 891,485 | ||
Redeemable convertible preferred stock, shares outstanding | 891,485 | ||
Redeemable convertible preferred stock, aggregate liquidation value | $ 6,509,866 | ||
Series B Redeemable Convertible Preferred Stock [Member] | Mab Vax [Member] | |||
Redeemable convertible preferred stock, shares authorized | 1,250,000 | 1,250,000 | |
Redeemable convertible preferred stock, shares issued | 1,250,000 | ||
Redeemable convertible preferred stock, shares outstanding | 1,250,000 | ||
Redeemable convertible preferred stock, aggregate liquidation value | $ 2,627,123 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||||||
Grants | $ 136,616 | $ 62,440 | $ 376,156 | $ 157,340 | $ 304,175 | $ 366,368 |
Other | 10,000 | |||||
Total revenues | 136,616 | 62,440 | 376,156 | 157,340 | 314,175 | 366,368 |
Operating costs and expenses: | ||||||
Research and development | 2,325,637 | 1,243,179 | 4,051,530 | 1,637,416 | 3,502,730 | 2,967,278 |
General and administrative | 4,206,512 | 1,252,850 | 5,187,101 | 1,926,172 | 5,204,341 | 1,442,483 |
Total operating costs and expenses | 6,532,149 | 2,496,029 | 9,238,631 | 3,563,588 | 8,707,071 | 4,409,761 |
Loss from operations | $ (6,395,533) | (2,433,589) | (8,862,475) | (3,406,248) | (8,392,896) | (4,043,393) |
Interest and other income (expense) | $ (25) | (184) | $ (264) | (379) | (1,578) | |
Change in fair value of warrant liability | 19,807 | 475,422 | ||||
Net loss | $ (6,395,533) | $ (2,433,614) | (8,842,852) | $ (3,406,512) | (7,917,853) | (4,044,971) |
Deemed dividend on Series A-1 preferred stock | (9,017,512) | $ (2,214,911) | (2,214,911) | (691,812) | ||
Deemed dividend on Series A-1 warrant | (179,411) | |||||
Deemed dividend on Series B preferred stock | (8,655,998) | |||||
Accretion of preferred stock dividends | $ (61,830) | (93,234) | $ (93,764) | (444,992) | ||
Net loss allocable to common stockholders | $ (6,395,533) | $ (2,495,444) | $ (26,789,007) | $ (5,715,187) | $ (10,577,756) | $ (4,736,783) |
Basic and diluted net loss per share | $ (.29) | $ (9.08) | $ (2.14) | $ (21.60) | $ (9.51) | $ (20.55) |
Shares used to calculate basic and diluted net loss per share | 21,695,404 | 274,969 | 12,529,921 | 264,651 | 1,112,481 | 230,503 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Redeemable Convertible Preferred Stock Series B | Convertible Preferred Stock Series A-1 | Convertible Preferred Stock Series C | Convertible Preferred Stock Series D and E | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $ (13,362,334) | |||||||
Stock-based compensation | 604,976 | |||||||
Net loss | (7,917,853) | |||||||
Ending Balance, Shares at Dec. 31, 2014 | 1,250,000 | 1,593,389 | 96,571 | 2,802,867 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $ 1,838,025 | $ 4,029,576 | $ 966 | $ 28,029 | $ 24,492,450 | $ (24,550,308) | $ 4,000,713 | |
Conversion of Series A-1 into common stock on January 10 and February 25, 2015, Shares | (64,019) | 38,456 | ||||||
Conversion of Series A-1 into common stock on January 10 and February 25, 2015, Amount | $ (162,968) | $ 384 | 162,584 | |||||
Conversion of Series C into common stock on January 10, 2015, Shares | (96,571) | 120,714 | ||||||
Conversion of Series C into common stock on January 10, 2015, Amount | $ (966) | $ 1,207 | (241) | |||||
Conversion of Series B into common stock between March 3 and March 20, 2015, Shares | (106,437) | 276,883 | ||||||
Conversion of Series B into common stock between March 3 and March 20, 2015, Amount | $ (160,380) | $ 2,769 | $ 157,611 | $ 160,380 | ||||
Accretion of redemption value for Series A-1 from January 1 to March 25, 2015, Shares | ||||||||
Accretion of redemption value for Series A-1 from January 1 to March 25, 2015, Amount | $ 47,749 | $ (47,749) | ||||||
Accretion of redemption value for Series B from January 1 to March 25, 2015, Shares | ||||||||
Accretion of redemption value for Series B from January 1 to March 25, 2015, Amount | $ 45,485 | (45,485) | $ (45,485) | |||||
Deemed dividend related to exchange of common stock for Series A-1, Series A-1 Warrants and Series B on March 25, 2015, Shares | ||||||||
Deemed dividend related to exchange of common stock for Series A-1, Series A-1 Warrants and Series B on March 25, 2015, Amount | $ 8,655,998 | $ 9,196,923 | $ (17,852,921) | $ (8,655,998) | ||||
Exchange of Series A-1, and Series A-1 Warrants into common on and Series D on March 25, 2015, Shares | (1,529,370) | 117,583 | 2,213,407 | |||||
Exchange of Series A-1, and Series A-1 Warrants into common and Series D on March 25, 2015, Amount | $ (13,111,280) | $ 1,176 | $ 22,134 | $ 13,087,970 | ||||
Exchange of Series B into common and Series D on March 25, 2015, Shares | (1,143,563) | 120,573 | 324,095 | |||||
Exchange of Series B into common and Series D on March 25, 2015, Amount | $ (10,379,128) | $ 1,205 | $ 3,241 | 10,374,681 | $ 10,379,127 | |||
Private Placement Issuance of 6,661,000 shares at $0.75 per share, net of issuance costs of $281,023 on March 31, 2015, Shares | 6,661,000 | 6,661,000 | ||||||
Private Placement Issuance of 6,661,000 shares at $0.75 per share, net of issuance costs of $281,023 on March 31, 2015, Amount | $ 66,610 | 4,648,116 | $ 4,714,726 | |||||
Issuance of additional common stock in March 2015 under Common Stock Purchase Agreement in relation to Financing on July 7, 2014, Shares | 88,093 | |||||||
Issuance of additional common stock in March 2015 under Common Stock Purchase Agreement in relation to Financing on July 7, 2014, Amount | $ 881 | (881) | ||||||
Private Placement Issuance of 5,624,998 shares at $0.75 per share, net of issuance costs of $387,127 on April 10, 2015, Shares | 5,624,998 | |||||||
Private Placement Issuance of 5,624,998 shares at $0.75 per share, net of issuance costs of $387,127 on April 10, 2015 | $ 56,250 | 3,775,372 | $ 3,831,622 | |||||
Private Placement Issuance of 33,333 shares at $75 per share of Series E Preferred Stock on April 10, 2015, Shares | 33,333 | |||||||
Private Placement Issuance of 33,333 shares at $75 per share of Series E Preferred Stock on April 10, 2015, Amount | $ 333 | 2,499,667 | 2,500,000 | |||||
Issuance of restricted common stock in April 2015 for services, Shares | 1,831,500 | |||||||
Issuance of restricted common stock in April 2015 for services, Amount | $ 18,315 | 1,894,135 | 1,912,450 | |||||
Issuance of restricted common stock to former board member upon termination, Shares | 20,000 | |||||||
Issuance of restricted common stock to former board member upon termination, Amount | $ 200 | 45,800 | $ 46,000 | |||||
Conversion of Series D Preferred Stock to common stock, Shares | (40,009) | 4,000,900 | ||||||
Conversion of Series D Preferred Stock to common stock, Amount | $ (400) | $ 40,009 | (39,609) | |||||
Stock option exercise, Shares | 2,779 | |||||||
Stock option exercise, Amount | $ 28 | 772 | $ 800 | |||||
Shares issued in connection with exercise of warrants on a cashless basis, Shares | 1,219,780 | |||||||
Shares issued in connection with exercise of warrants on a cashless basis, Amount | $ 12,198 | (12,198) | ||||||
Elimination of warrant liability in exchange transaction | 72,656 | $ 72,656 | ||||||
Stock-based compensation | $ 1,471,780 | 1,471,780 | ||||||
Net loss | $ (8,842,852) | (8,842,852) | ||||||
Ending Balance, Shares at Jun. 30, 2015 | 231,480 | 25,225,472 | ||||||
Ending Balance, Amount at Jun. 30, 2015 | $ 2,314 | $ 252,255 | $ 62,630,665 | $ (51,339,315) | $ 11,545,919 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | ||||
Net loss | $ (8,842,852) | $ (3,406,512) | $ (7,917,853) | $ (4,044,971) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 9,799 | 5,103 | 12,241 | 35,366 |
Stock-based compensation | 1,471,780 | $ 366,868 | 604,976 | 326,644 |
Change in fair value of warrants | (19,807) | (475,422) | ||
Issuance of restricted common stock for services | 1,958,450 | |||
Increase (decrease) in operating assets and liabilities: | ||||
Grants receivable | (52,272) | $ (62,492) | (84,344) | 19,845 |
Other receivables | (106,010) | 28,316 | ||
Prepaid expenses - clinical operations | 539,633 | |||
Prepaid expenses and other | 213,426 | $ 11,022 | (117,004) | 13,061 |
Accounts payable | (331,501) | 790,064 | 1,246,270 | 21,946 |
Accrued clinical operations and site costs | (134,569) | (297,670) | (279,413) | 128,485 |
Accrued compensation | 220,857 | (21,224) | (789,014) | 80,138 |
Related party liabilities | 45,000 | |||
Other accrued expenses | 307,090 | 100,746 | 109,228 | (16,365) |
Net cash used in operating activities | (5,305,609) | (2,514,095) | (7,662,019) | (2,851,218) |
Investing activities | ||||
Purchases of property and equipment | (35,154) | (13,502) | (44,807) | (8,718) |
Proceeds from acquisition of Telik, Inc. | 1,497,283 | |||
Net cash used in investing activities | $ (35,154) | (13,502) | 1,452,476 | (8,718) |
Financing activities | ||||
Issuances of preferred stock, net of issuance costs | 2,973,655 | 2,973,655 | 2,792,993 | |
Issuances of common stock, net of issuance costs | $ 11,046,348 | $ 325,400 | 2,884,333 | |
Proceeds from exercise of stock options | $ 800 | |||
Proceeds from exercise of Series B warrant | $ 1,942 | |||
Net cash provided by financing activities | $ 11,047,148 | 3,300,997 | 7,332,432 | 2,792,993 |
Net change in cash and cash equivalents | 5,706,385 | 773,400 | 1,122,889 | (66,943) |
Cash and cash equivalents at beginning of year | 1,477,143 | 354,254 | 354,254 | 421,197 |
Cash and cash equivalents at end of year | 7,183,528 | $ 1,127,654 | 1,477,143 | 354,254 |
Supplemental disclosure: | ||||
Cash paid during the period for income taxes | 1,600 | 800 | 1,526 | |
Supplemental disclosures of non-cash investing and financing information: | ||||
Deemed dividend on beneficial conversion feature for preferred stock | 17,852,921 | $ 2,214,911 | 2,214,911 | $ 691,812 |
Goodwill on acquisition of Telik, Inc. | 6,826,003 | |||
Accretion of redemption value for Series A-1, B and C-1 convertible preferred stock | $ 93,234 | 93,764 | 444,992 | |
Issuance of common stock for accounts payable | $ 240,000 | 240,000 | ||
Conversion of Series A-1 redeemable preferred stock into common stock | $ 162,968 | |||
Conversion of Series C preferred stock to common stock | 966 | |||
Conversion of Series B preferred stock to common stock | 160,380 | |||
Conversion of Series D preferred stock to common stock | $ 400 | |||
Subscription receivable for common stock | $ 75,000 | |||
Exchange of Series A-1 preferred stock and warrants into common stock and Series D convertible preferred stock | $ 13,111,280 | |||
Exchange of Series B preferred stock and warrants into common stock and Series D convertible preferred stock | 10,451,783 | |||
Warrants exercised to purchase common stock on a cashless basis | $ 12,198 | |||
Acquisition of MabVax Therapeutics Holdings in relation to the merger | 4,705,726 | |||
Warrants exercised to purchase common stock on a cashless basis to purchase 488,659 shares of common stock. See Note 7. | $ 4,887 |
Basis of Presentation
Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Basis of Presentation | MabVax Therapeutics Holdings, Inc. (f.k.a. Telik, Inc. and referred to herein as MabVax Therapeutics Holdings or the Company) (OTCQB: MBVX) was incorporated in the state of Delaware on October 20, 1988. On July 8, 2014, Tacoma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of MabVax Therapeutics Holdings (Tacoma Corp.) merged with MabVax Therapeutics, Inc., a Delaware corporation (MabVax Therapeutics) pursuant to an Agreement and Plan of Merger, dated May 12, 2014, by and among MabVax Therapeutics Holdings, Tacoma Corp. and MabVax Therapeutics, as amended by that certain Amendment No. 1 to the Merger Agreement, dated June 30, 2014, by and among the parties thereto and by that certain Amendment No. 2 to the Merger Agreement, dated July 7, 2014, by and among the parties thereto (such agreement as amended, the Merger Agreement; such merger, the Merger). Unless the context otherwise requires, references to we, our, us, or the Company in this Quarterly Report mean MabVax Therapeutics Holdings on a condensed consolidated financial statement basis with our wholly-owned subsidiary following the Merger, MabVax Therapeutics, as applicable. On October 9, 2014 FINRA approved our stock symbol change request and the Company began trading under the symbol MBVX (OTCQB: MBVX) on October 10, 2014. The Company is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products and vaccines for the treatment of a variety of cancers. The Company has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers. Therapeutic vaccines under development were discovered at Memorial Sloan Kettering Cancer Center (MSKCC), and are exclusively licensed to MabVax Therapeutics. The Company operates in only one business segment. The Company plans to continue developing MabVax Therapeutics pre-Merger pipeline and continue to evaluate the technology and development programs that were under way at MabVax Therapeutics Holdings prior to the Merger. The Company will terminate unwanted patent applications, and will stop the maintenance fees and patent prosecutions as they come due for the Telintra development program that was in place at MabVax Therapeutics Holdings prior to the Merger. The Company has incurred net losses since inception and expect to incur substantial losses for the foreseeable future as the Company continues research and development activities. To date, The Company funded operations primarily through government grants, the sale of preferred stock and equity securities, non-equity payments from collaborators and interest income. The process of developing the Companys products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approval. The Company expects these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. The Company will not receive substantial revenue unless the Company or its collaborative partners complete clinical trials, obtain regulatory approval and successfully commercialize one or more products; or the Company licenses its technology after achieving one or more milestones of interest to a potential partner. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the Audited Financial Statements of MabVax Therapeutics Holdings for the year ended December 31, 2014, filed in our Annual Report on Form 10-K on March 31, 2015, as amended on April 2, 2015, and April 30, 2015. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. The balance sheet data at December 31, 2014, has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB affirmed its proposal to defer the effective date of this standard to annual reporting periods (and interim reporting periods within those years) beginning after December 15, 2017. Entities are permitted to apply the new revenue standard early, but not before the original effective date of annual periods beginning after December 15, 2016. Entities may choose from two adoption methods, with certain practical expedients. The Company is currently reviewing this standard to assess the impact on its future financial statements and evaluating the available adoption methods. In June 2014, the FASB issued ASU No. 2014-12, CompensationStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, although early adoption is permitted. The Company is currently reviewing this standard to assess the impact on its future financial statements. In August 2014, the FASB issued ASU No. 2014-15, (ASU 2014-15), Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. ASU 2014-15 requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entitys ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of the updated standard on the financial statements and disclosures. | 1. Nature of Operations and Basis of Presentation MabVax Therapeutics Holdings, Inc. (f.k.a. Telik, Inc. and referred to herein as “MabVax Therapeutics Holdings” or the “Company”) (OTCQB: MBVX) was incorporated in the state of Delaware on October 20, 1988. On July 8, 2014, Tacoma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of MabVax Therapeutics Holdings (“Tacoma Corp.”) merged with MabVax Therapeutics, Inc., a Delaware corporation (“MabVax Therapeutics”) pursuant to an Agreement and Plan of Merger, dated May 12, 2014, by and among MabVax Therapeutics Holdings, Tacoma Corp. and MabVax Therapeutics, as amended by that certain Amendment No. 1 to the Merger Agreement, dated June 30, 2014, by and among the parties thereto and by that certain Amendment No. 2 to the Merger Agreement, dated July 7, 2014, by and among the parties thereto (such agreement as amended, the “Merger Agreement”; such Merger, the “Merger”). Unless the context otherwise requires, references to “we,” “our,” “us,” or the “Company” in this Annual Report mean MabVax Therapeutics Holdings on a consolidated financial statement basis with our wholly-owned subsidiary following the Merger, MabVax Therapeutics, as applicable. Par value and additional paid-in capital for December 31, 2013 has been restated to reflect the par value for shares post-merger and the September 8, 2014, 8-for-1 Reverse Split (as defined in note 5). We are a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products and vaccines for the treatment of a variety of cancers. We have discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers. Therapeutic vaccines under development were discovered at Memorial Sloan Kettering Cancer Center (“MSKCC”), and are exclusively licensed to MabVax Therapeutics. We operate in only one business segment. We are continuing to evaluate the technology and development programs that were under way at the Company prior to the Merger and plan to continue developing MabVax Therapeutics’ pre-Merger pipeline. We have incurred net losses since inception and expect to incur substantial losses for the foreseeable future as the Company continues research and development activities. To date, we have funded operations primarily through government grants, the sale of preferred stock, equity securities, non-equity payments from collaborators and interest income. The process of developing the Company’s products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approval. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive revenue unless the Company or its collaborative partners complete clinical trials, obtain regulatory approval and successfully commercialize one or more products; or the Company licenses its technology after achieving one or more milestones of interest to a potential partner. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $7,917,853, net cash used in operating activities of $7,662,019 and net cash provided by investing activities of $1,452,476, for the year ended December 31, 2014. As of December 31, 2014, the Company had $1,477,143 in cash and cash equivalents and an accumulated deficit of $24,550,308. From February 13, 2014 through July 7, 2014, MabVax Therapeutics Holdings completed a series of financing transactions totaling approximately $7.3 million net of approximately $300,000 in issuance costs, through the sale of MabVax Therapeutics Holdings preferred stock, MabVax Therapeutics Holdings common stock and exercise of MabVax Therapeutics Holdings warrants. The Company anticipates that it will continue to incur net losses into the foreseeable future as it: (i) continues to identify and advance a number of potential drug candidates into clinical and preclinical development activities, (ii) initiates manufacturing of its lead antibody candidate 5B1 and continues to fund its operations, and (iii) expands its corporate infrastructure, including the costs associated with being a public company. Without additional funding, management believes that the Company will not have sufficient funds to meet its obligations beyond October 2015, unless the Company is able to raise additional capital. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company plans to continue to fund its losses from operations and capital funding needs through equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. If the Company is unable to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. In addition, if the Company does not meet its payment obligations to third parties as they come due, it may be subject to litigation claims. Even if the Company is successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. Any of these actions could materially harm the Company’s business, results of operations, and future prospects. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements reflect all of our activities, including those of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed Federally insured limits. The Company has not experienced any losses on such accounts. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, grants receivable, other receivable, prepaid expenses and other assets, accounts payable, related party payables and warrant liabilities, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Grants Receivable Grants receivable at December 31, 2014 represent amounts due under the NIH Imaging Contract Phase II with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health, or NIH (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established. If amounts become uncollectible, they are charged to operations. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Impairment of Long-lived Assets The Company evaluates its long-lived assets with definite lives, such as property and equipment, for impairment. The Company records impairment losses on long-lived assets used for operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying value of the assets. There have not been any impairment losses of long-lived assets for the years ended December 31, 2014 and 2013. Impairment of Goodwill The Company applies the GAAP principles related to Intangibles – Goodwill and Other to test for goodwill impairment annually. During the fourth quarter, there was a triggering event that occurred as a result of the decline in the Company’s market capitalization. As a result, the Company went to a step 1 analysis utilizing an external valuation firm to value the Company. Based upon the analysis performed no impairment was noted, therefore step 2 was not required. The Company has concluded that no impairment of Goodwill has taken place for the year ended December 31, 2014. Revenue Recognition Revenue from grants are based upon internal and subcontractor costs incurred that are specifically covered by the grant, including a facilities and administrative rate that provides funding for overhead expenses. NIH Grants are recognized when the Company incurs internal expenses that are specifically related to each grant, in clinical trials at the clinical trial sites, by subcontractors who manage the clinical trials, and provided the grant has been approved for payment. U.S. Treasury grant awards are based upon internal research and development costs incurred that are specifically covered by the grant, and revenues are recognized when the Company incurs internal expenses that are related to the approved grant. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. Any amounts received by the Company pursuant to the NIH Grants prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue. Research and Development Costs Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future uses. A significant portion of the development activities are outsourced to third parties, including contract research organizations. In such cases, the Company may be required to estimate related service fees incurred. Stock-based Compensation The Company’s stock-based compensation programs include grants of stock options to employees, non-employee directors and non-employee consultants. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2014 and 2013, all deferred tax assets were fully offset by a valuation allowance. The Company accrues interest and penalties, if any, on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in its consolidated statements of operations. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements The Company has historically reported as a development stage company. In the period ended June 30, 2014, the Company elected to early adopt FASB Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.” The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities may choose from two adoption methods, with certain practical expedients. We are currently reviewing this standard to assess the impact on the Company’s future financial statements and evaluating the available adoption methods. In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation” (Topic 718): “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, although early adoption is permitted. We are currently reviewing this standard to assess the impact on the Company’s future financial statements. In August 2014, the FASB issued ASU No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of the updated standard on the financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2014 and 2013: December 31, 2014 2013 Furniture and fixtures $ 8,979 $ 8,979 Office equipment 31,170 21,850 Lab equipment 321,884 286,397 362,033 317,226 Less accumulated depreciation and amortization (304,980 ) (292,739 ) Totals $ 57,053 $ 24,487 Depreciation expense for the years ended December 31, 2014 and 2013 was $12,241 and $35,366, respectively. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Liquidity and Going Concern | The accompanying condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $8,842,852, net cash used in operating activities of $5,305,609, net cash used in investing activities of $35,154, and net cash provided by financing activities of $11,047,148 for the six months ended June 30, 2015. As of June 30, 2015, the Company had $7,183,528 in cash and cash equivalents and an accumulated deficit of $51,339,315. On March 31, 2015 and April 10, 2015, the Company closed on a financing transaction by entering into separate subscription agreements (the Subscription Agreements) with accredited investors (the Investors) relating to the issuance and sale of an aggregate of $11,714,498 of units (the Units) at a purchase price of $0.75 per Unit, with each Unit consisting of one share of the Companys common stock, par value $0.01 per share (or, at the election of any Investor who, as a result of receiving common stock would hold in excess of 4.99% of the Companys issued and outstanding common stock, shares of the Companys newly designated 0% Series E Convertible Preferred Stock) and a thirty month warrant to purchase one half of one share of common stock at an initial exercise price of $1.50 per share, as further described in the Notes to Financial Statements Equity, (the Private Placement). The initial closing of the Private Placement took place on March 31, 2015, in which the Company sold an aggregate of $4,995,749 of Units. Following the initial closing the Company entered into separate reconfirmation agreements with the Investors in order to extend the initial closing date, increase the offering amount, and adopt a lockup agreement, which was entered by all Investors who elected to continue their investment. The second closing was completed on April 10, 2015 in which the Company completed entering into the remaining separate Subscription Agreements for an additional $6,718,751 of Units. Of the Subscription Agreements accepted, Investors elected, and the Company issued, $2,500,000 of Units consisting of Series E Convertible Preferred Stock on April 10, 2015. Of the total cash received in the second closing on April 10, 2015, $3,500,000 was initially held in escrow under the terms of an escrow agreement with Signature Bank, N.A pending the approval of a representative of one of the lead investors to join the board, or 10 weeks thereafter, unless released sooner or extended. On June 22, 2015, pursuant to the applicable section of the escrow agreement, Signature Bank, N.A. and one of the lead investors entered into an amendment to the escrow agreement to extend the term of the escrow agreement such that the term of the escrow agreement is amended to be for sixteen (16) weeks from the date of the offering proceeds were deposited into the escrow account. In addition, on June 30, 2015 the Company and one of the lead investors entered into a letter agreement pursuant to which the Company granted the investor the right, but not the obligation, until June 30, 2016, to nominate and appoint up to two additional members of the Companys board of directors (the Board or the Board of Directors), or to approve the person(s) nominated by the Company pursuant to the agreement in consideration for the release of the escrowed funds. The nominees will be subject to the satisfaction of standard corporate governance practices and any applicable national securities exchange requirements. Upon signing the agreement, the escrowed funds were released to the Company The Company anticipates that it will continue to incur net losses into the foreseeable future as it: (i) continues to identify and advance a number of potential drug candidates into clinical and preclinical development activities, (ii) initiates manufacturing of its lead antibody candidate 5B1 and continues to fund its operations, and (iii) expands its corporate infrastructure, including the costs associated with being a public company. With this Private Placement, management believes that the Company has sufficient funds to meet its obligations through March 2016. The Company plans to continue to fund its losses from operations and capital funding needs through equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. If the Company is unable to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. In addition, if the Company does not meet its payment obligations to third parties as they come due, it may be subject to litigation claims. Even if the Company is successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. Any of these actions could materially harm the Companys business, results of operations, and future prospects. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Companys ability to operate its business. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company limits its exposure to credit loss by holding cash in U.S. Dollars or, from time to time, placing cash and investments in U.S. government, agency and government-sponsored enterprise obligations. |
Fair value of financial instrum
Fair value of financial instruments | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Fair value of financial instruments | The Companys financial instruments consist of cash and cash equivalents, grants receivable, prepaid expenses and other current assets and accounts payable, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Reverse Stock Split, Name Chang
Reverse Stock Split, Name Change and Increase in Authorized Shares | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Reverse Stock Split, Name Change and Increase in Authorized Shares | 5. Reverse Stock Split, Name Change and Increase in Authorized Shares On September 8, 2014, MabVax Therapeutics Holdings filed an amended and restated certificate of incorporation to increase the authorized number of shares of our common stock to a new total of 150,000,000 shares, increase the number of shares of our preferred stock to a new total of 15,000,000 shares, and change the name of the Company from “Telik, Inc.” to “MabVax Therapeutics Holdings, Inc.” The amendment and restatement of the certificate of incorporation effectuating the name change and above authorized share increases were approved by our stockholders at the special stockholder meeting on September 8, 2014 and by our Board of Directors at a meeting of the Board held on September 8, 2014. On September 8, 2014, following the filing of the amended and restated certificate disclosed above, MabVax Therapeutics Holdings filed a certificate of amendment to the amended and restated certificate of incorporation to effect an 8-for-1 reverse stock split on common stock (the “Reverse Split”), effective as of 4:01 p.m. Eastern Time (the “Effective Time”) on September 8, 2014 (the “Effective Date”). The Reverse Split was approved by our stockholders at the special stockholder meeting held on September 8, 2014 and by the Board of Directors at a meeting of the Board held on September 8, 2014. On the Effective Date, immediately and without further action by our stockholders, every 8 shares of our common stock, issued and outstanding immediately prior to the Effective Time, were automatically converted into 1 share of our common stock. As a result of the Reverse Split and calculated as of the Record Date, the number of outstanding shares of our common stock was reduced from 13,932,937 to 1,741,617, excluding outstanding and unexercised share options and warrants and subject to adjustment for fractional shares. No fractional shares were issued as a result of the Reverse Split and, in lieu of these fractional shares, any holder of less than 1 share of our common stock was entitled to receive cash for such holder’s fractional share equal to the product of such fraction multiplied by the average of the last reported bid and ask prices of our common stock at 4:00 p.m., Eastern time, end of regular trading hours on OTCQB marketplace, during the 10 consecutive trading days ending on the last trading day prior to the Effective Date. Further, any options, warrants and contractual rights outstanding as of the Effective Date that were subject to adjustment were adjusted in accordance with their terms. These adjustments included, without limitation, changes to the number of shares of our common stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable exercise or purchase price of such securities. Shares of our common stock began to trade on the OTCQB marketplace on a post-split basis under the name MabVax Therapeutics Holdings, Inc. on September 10, 2014 under the new CUSIP number 55414P108. MabVax Therapeutics Holdings retained the same CUSIP number when its common stock began trading on the OTCQB marketplace under the trading symbol MBVX on October 10, 2014. All prior periods in these consolidated financial statements have been adjusted to reflect the effects of the Merger and the Reverse Split, unless otherwise indicated. |
Merger with MabVax Therapeutics
Merger with MabVax Therapeutics, Inc. | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Merger with MabVax Therapeutics, Inc. | 6. Merger with MabVax Therapeutics, Inc. On May 12, 2014, the Company entered into a Merger Agreement. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Tacoma Corp. was merged with and into private company MabVax Therapeutics on July 8, 2014, with MabVax Therapeutics surviving the Merger as a wholly-owned subsidiary of MabVax Therapeutics Holdings. The Merger is intended to qualify as a tax-free reorganization for U.S. Federal income tax purposes. On July 7, 2014, the stockholders of MabVax Therapeutics Holdings approved the Merger, and the Merger closed and became effective on July 8, 2014. At the effective date of the Merger: (a) all shares of MabVax Therapeutics Series A preferred stock and all shares of MabVax Therapeutics Series B preferred stock were automatically converted into shares of MabVax Therapeutics Holdings common stock, (b) all outstanding shares of MabVax Therapeutics common stock were converted into and exchanged for shares of MabVax Therapeutics Holdings common stock at an exchange rate calculated in accordance with the methodology set forth in the Merger Agreement, which resulted in 2.223284 shares of MabVax Therapeutics Holdings common stock for every share of MabVax Therapeutics common stock, (c) all outstanding shares of MabVax Therapeutics Series C-1 preferred stock were converted into and exchanged for shares of MabVax Therapeutics Holdings Series A-1 preferred stock at a rate of two shares of MabVax Therapeutics Series C-1 per each share of MabVax Therapeutics Holdings Series A-1 preferred stock, (d) each outstanding MabVax Therapeutics option and warrant to purchase MabVax Therapeutics common stock became options and warrants to purchase shares of MabVax Therapeutics Holdings common stock (and the number of such shares and exercise price was adjusted as calculated in accordance with the methodology set forth in the Merger Agreement), and (e) each outstanding MabVax Therapeutics warrant to purchase MabVax Therapeutics preferred stock was cancelled for no consideration. As a result of the consummation of the Merger, as of the closing date, the former stockholders, option holders and warrant holders of MabVax Therapeutics were issued, based on the methodology set forth in the Merger Agreement (which excluded certain out of the money convertible securities and calculated others on a net-exercise or cashless basis under the terms of the convertible securities), approximately 85% of the outstanding shares of MabVax Therapeutics Holdings common stock on a fully diluted basis and the stockholders, option holders and warrant holders of MabVax Therapeutics Holdings prior to the Merger owned approximately 15% of the outstanding shares of MabVax Therapeutics Holdings common stock on a fully diluted basis (such percentages calculated based on the methodology set forth in the Merger Agreement). As a result of the Merger, a change of control of MabVax Therapeutics Holdings occurred. For accounting purposes, the Merger is treated as a “reverse acquisition”. The private company MabVax Therapeutics is considered the accounting acquirer, and the public company MabVax Therapeutics Holdings is considered the legal acquirer and accounting acquiree. The private company MabVax Therapeutics is the accounting acquirer because it owns a majority of the merged company (approximately 85%). As a result, the historical financial statements of the private company MabVax Therapeutics constitute the historical financial statements of the merged companies. The transaction is considered a business combination as MabVax Therapeutics Holdings is considered an operating entity. For accounting purposes, MabVax Therapeutics is treated as the continuing reporting entity. The issuance of shares of our common stock and preferred stock in the Merger was approved by our stockholders in the annual stockholder meeting held on July 7, 2014. Amendments to our amended and restated certificate of incorporation related to an increase in the authorized number of shares of our common stock and preferred stock and a proposed reverse stock split to maintain Nasdaq listing maintenance standards and other transactions contemplated by the Merger Agreement were not approved at this meeting. As a result of our not getting stockholder approval of a proposed reverse stock split at the July 7, 2014 annual stockholders’ meeting, we were unable to meet all of the listing requirements for the Nasdaq Exchange and our common stock began trading on the OTCQB market under the stock symbol MBVX. There is no impact on accounting for the Merger on July 8, 2014, as a result of not getting stockholder approval on all matters presented at the July 7, 2014 annual meeting. The purchase price is based upon the fair value of MabVax Therapeutics Holdings (f.k.a. Telik, Inc.) common stock outstanding of 572,887 shares as of July 8, 2014, multiplied by the stock closing price at July 8, 2014 of $11.20, or approximately $6,416,000. The consideration transferred is based on the market price of MabVax Therapeutics Holdings since management has determined that this was the most reliable measure of fair value, taking into consideration a third party valuation we received for financial reporting purposes as outlined under the Financial Accounting Standards Board Accounting Standards Codification Topic 805: Business Combination in connection with the Merger. The total estimated purchase price of the acquisition as of July 8, 2014 is as follows: Purchase Consideration: (In thousands) Purchase Consideration $ 6,416 Telik Assets: Cash and Cash Equivalents $ 1,497 Accounts Receivable 31 Prepaids and Other Current Assets 182 (1,710 ) Telik Liabilities: Accrued Compensation $ 850 Accrued Liabilities 111 Accrued Contingent Termination Fee 591 Warrant Liability 568 2,120 Goodwill $ 6,826 The Company noted a triggering event relating to its goodwill due to the decrease in public market cap during the year ended December 31, 2014. Factors contributing to a low implied value of the Company on the stock exchange included thinly traded stock and significant stock sales from a significant investor, as well as lack of visibility on public exchanges of potentially dilutive securities that are disclosed in the Company’s public filings, that if converted would show substantially more shares outstanding than reported on public stock exchanges. Therefore, the Company performed a step 1 analysis using an independent valuation firm to determine if there was in fact an impairment of goodwill that needed to be recorded. The valuation took into consideration a recent re-capitalization and financing for the Company as a basis for determining the valuation of the Company and the Company concluded that no impairment had taken place. Goodwill is not deductible for tax purposes. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Convertible Preferred Stock, Common Stock and Warrants | Series A-1 preferred stock and common warrants As of June 30, 2015, and December 31, 2014, there were no shares and 1,593,389 shares of Series A-1 preferred stock outstanding, respectively, and no Series A-1 warrants and 1,280,047 Series A-1 warrants to purchase common stock at $3.62 per share outstanding, respectively. Both the preferred stock and the warrants had price protection if there were to be a financing at a price lower than their conversion price or exercise price, requiring adjustment as further described in the Companys Annual Report on Form 10-K. The Series A-1 preferred stock and warrants were initially structured as Series C-1 preferred stock and common warrants of MabVax Therapeutics prior to the Merger, and were converted from Series C-1 to Series A-1 preferred stock and warrants at the time of the Merger. Series B Preferred Stock As of June 30, 2015, and December 31, 2014, there were no shares and 1,250,000 shares of Series B preferred stock and no Series B warrants and 78,125 Series B warrants to purchase common stock at $1.57 a share outstanding, respectively. Both the preferred stock and the warrants had price protection if there were to be a financing at a price lower than their conversion price or exercise price, requiring adjustment as further described in the Companys Annual Report on Form 10-K. As of December 31, 2014, the warrant liability was $92,463. As a result of the anti-dilution provision contained in the Series B warrants, the Series B warrants were recorded as a current liability in the amount of $92,463 on our consolidated balance sheet as of December 31, 2014. On March 25, 2015, the Series B warrants were re-valued at $72,656 prior to being exchanged into shares of common stock and Series D convertible preferred stock on a one for one basis and the warrant liability was eliminated and the Company recorded a gain of $19,807 for the three months ended March 31, 2015. Dividends on Preferred Stock The Company immediately recognizes the changes in the redemption value on preferred stock as they occur and the carrying value of the security is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting period based on the conditions that exist as of that date. The value adjustment made to the redemption value and preferred stock dividends for the three and six months ended June 30, 2015, was an increase of none and $93,234, respectively. Conversion of Preferred Stock into Common Stock During the three months ended March 31, 2015, holders of Series A-1, Series B, and Series C preferred stock converted 64,019, 106,437, and 96,571 shares into 38,456, 276,883, and 120,714 shares of common stock, respectively; such conversions eliminated all outstanding Series A-1, Series B, and Series C preferred stock outstanding. Exchange of Series A-1 and Series B Preferred Stock and Warrants into Common Stock and Series D Preferred Stock On March 25, 2015, the Company entered into separate exchange agreements with certain holders of the Companys Series A-1 preferred stock and Merger warrants (the Series A-1 Exchange Securities) and holders of the Companys Series B preferred stock and Series B warrants (the Series B Exchange Securities and, collectively with the Series A-1 Exchange Securities, the Exchange Securities), all previously issued by the Company. Pursuant to the exchange agreements, the holders exchanged the Exchange Securities and relinquished any and all other rights they may have had pursuant to the Exchange Securities, their respective governing agreements and certificates of designation, including any related registration rights, in exchange for an aggregate of 2,537,502 shares of the Companys common stock and an aggregate of 238,156 shares of the Companys newly designated Series D Convertible preferred stock (the Series D preferred stock), convertible into 23,815,600 shares of common stock. No cash was exchanged in the transaction. The Company recorded deemed dividends of $9,017,512, $8,655,998 and $179,411 representing the excess fair value of the common stock issued over the original conversion terms of the Series A-1 and B preferred stock as part of the consideration for elimination of the Series A-1, Series B convertible preferred stock and Series A-1 warrant, respectively. Additionally, for as long as a certain principal holder of Exchange Securities holds securities issued pursuant to the exchange agreements, subject to certain exceptions, the Company is restricted from issuing any shares of common stock or securities convertible into common stock, enter into any equity line of credit or issue any floating or variable priced equity linked instrument. No commission or other payment was received by the Company in connection with the exchange agreements. Series D Preferred Stock As of June 30, 2015, there were 198,147 shares of Series D preferred stock issued and outstanding which are convertible into an aggregate of 19,814,700 shares of common stock. As contemplated by the exchange agreements and as approved by the Companys Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the Series D Certificate of Designations), on March 25, 2015. Pursuant to the Series D Certificate of Designations, the Company designated 1,000,000 shares of its blank check preferred stock as Series D preferred stock. Each share of Series D preferred stock has a stated value of $0.01 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D preferred stock will be entitled to a per share preferential payment equal to the stated value. Each share of Series D preferred stock is convertible into 100 shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series D preferred stock to the extent that, as a result of such conversion, the holder beneficially would own more than 4.99% (provided that certain investors elected to block their beneficial ownership initially at 2.49% in the exchange agreements), in the aggregate, of the issued and outstanding shares of the Companys common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D preferred stock. Each share of Series D preferred stock entitles the holder to vote on all matters voted on by holders of common stock. With respect to any such vote, each share of Series D preferred stock entitles the holder to cast such number of votes equal to the number of shares of common stock such shares of Series D preferred stock are convertible into at such time, but not in excess of the beneficial ownership limitations. As of March 25, 2015, pursuant to the terms of the exchange agreements, the MabVax Therapeutics Securities Purchase Agreement, Series A-1 Registration Rights Agreement, the Series B Purchase Agreement and the Series B Registration Rights Agreement, all of which have been described as part of the Companys Annual Report on Form 10-K, as amended, were terminated, and all rights covenants, agreements and obligations contained therein, are of no further force or effect. MabVax Common Stock Financing On March 31, 2015, the Company entered into the Private Placement and sold $4,714,726 of Units, net of $281,023 in issuance costs, consisting of 6,661,000 shares of common stock and warrants to purchase 3,330,500 shares of common stock at $1.50 a share. The Units were sold at a price of $0.75 per Unit. On April 10, 2015, the Company completed the closing of the Private Placement and sold $3,831,622 of Units, net of $387,127 in issuance costs, of which $2,500,000 of the Units consisted of Series E preferred stock and the balance of investment consisting of 5,624,998 shares of common stock, together with warrants to all investors to purchase 4,479,167 shares of common stock at $1.50 a share. Each Unit was sold at a purchase price of $0.75 per Unit. The Company paid commissions to broker-dealers in the aggregate amount of approximately $574,000 between March 25, 2015, and April 10, 2015, in connection with the Private Placement. OPKO Health, Inc. (OPKO) was the lead investor in the Private Placement, purchasing $2,500,000 of Units consisting of Series E preferred stock. As a condition to the Series E preferred stock investment in the Private Placement, each of the other investors in the Private Placement agreed to execute the Lockup Agreement in favor of the Company, restricting the sale of 50% of the securities underlying the Units purchased by them for a period of 6 months and the remaining 50% prior to the expiration of 1 year following the final closing date of the Private Placement. On April 10, 2015, the Company agreed that $3.5 million of the net proceeds of such closing would be paid into and held under and the terms of an escrow agreement with Signature Bank, N.A pending the approval of a representative of OPKO or 10 weeks thereafter, unless released sooner or extended by the representative. In connection with the OPKO investment, Steven Rubin, Esq. was appointed advisor to the Company. The escrowed funds were to be returned to the applicable investors and the Company shall have no further obligation to issue Units to such investors in the event certain release conditions are not met. On June 30, 2015 the Company and the representative entered into a letter agreement pursuant to which the Company granted the representative the right, but not the obligation, until June 30, 2016, to nominate and appoint up to two additional members of the Companys board of directors (the Board or the Board of Directors), or to approve the person(s) nominated by the Company pursuant to the agreement in consideration for the release of the escrowed funds. The nominees will be subject to the satisfaction of standard corporate governance practices and any applicable national securities exchange requirements. Upon signing the agreement, the escrowed funds were released to the Company. For purchasers who would hold 5% or more of the Companys common stock by entering into the Private Placement, they were entitled to elect instead of common stock, shares of the Companys Series E Convertible preferred stock, par value $0.01 per share (the Series E preferred stock) convertible into an equivalent number of shares of such common stock. The warrants are exercisable upon issuance and expire 30 months thereafter and may be exercised for cash or on a cashless basis. The warrants have a per share exercise price of $1.50, subject to certain adjustments typical of warrants, namely stock splits, dividends and reverse-splits. The Company is prohibited from effecting the exercise of the warrants to the extent that, as a result of such exercise, the holder beneficially would own more than 4.99% in the aggregate, of the issued and outstanding shares of the Companys common stock calculated immediately after giving effect to the issuance of shares of common stock upon the exercise of the warrants. In connection with the Private Placement, the Company also entered into a Registration Rights Agreement with the investors in the Private Placement Pursuant to which the Company has agreed to file a registration statement with the SEC covering resales of up to 25% of common stock issued under the Subscription Agreements and shares issuable upon conversion of the Series E preferred stock, in the event the investors elect to receive Series E preferred stock instead of common stock (together, the Registrable Securities), no later than 60 days following the final closing date of the Private Placement, and to use its commercially reasonable best efforts to have such registration statement declared effective with 120 days after filing. The Company will bear all expenses of such registration of the resale of the Registrable Securities. Investors in the Private Placement also may be required under certain circumstances to agree to refrain from resales of a percentage of their securities upon request of an underwriter or placement agent in a future offering. The liquidated damages for failure to achieve effectiveness of the Registerable Securities is 1% a month 120 days after filing, and provided management has not used commercially reasonable best efforts to have the registration statement declared effective within that timeframe. On June 9, 2015, pursuant to terms of the Registration Rights Agreements, the Company and Investors holding over 60% of the outstanding Registrable Securities (as such term is defined in the Registration Rights Agreements) entered into an amendment agreement to the Registration Rights Agreements in order to: (i) amend the definition of Filing Date for the initial registration statement such that such term shall be defined as August 5, 2015 and (ii) waive any payments that may be due to the Investors as a result of the Company not filing a registration statement on or before the Filing Date, as such term was originally defined. On August 4, 2015, the Company and Investors holding over 70% of the outstanding Registrable Securities approved an amendment to further extend the Filing Date to October 9, 2015. Except for certain issuances, for a period beginning on the closing date of the Private Placement and ending on the date that is the earlier of (i) 24 months from the final closing date of the Private Placement, (ii) the date the Company consummates a financing (excluding proceeds from the Private Placement) in which the Company receives gross proceeds of at least $10,000,000 and (iii) the date the common stock is listed for trading on a national securities exchange (such period until the earlier date, the Price Protection Period), in the event that the Company issues any shares of common stock or securities convertible into common stock at a price per share or conversion price or exercise price per share that is less than $0.75, the Company shall issue to the investors in the Private Placement such additional number of shares of common stock such that the investor shall own an aggregate total number of shares of common stock as if they had purchased the Units at the price of the lower price issuance. No adjustment in the warrants is required in connection with a lower price issuance. The Company has also granted each investor prior to the expiration of 24 months following the final closing date of the Private Placement, a right of participation in the Companys financings. In the event the Company conducts certain private or public offerings of its securities, each investor has agreed, if requested by the underwriter or placement agent so engaged by the Company in connection with such offering, to refrain from selling any securities of the Company for a period of up to 60 days. Between April 13, 2015, and April 14, 2015, several holders of warrants issued in the Private Placement to purchase common stock at $1.50 a share exercised their warrants on a cashless basis. The holders purchased an aggregate of 1,219,780 shares of common stock by exercising an aggregate of 1,849,999 warrants to purchase shares of common stock in accordance with the terms of the warrant agreement. As of June 30, 2015, there were 5,959,668 warrants outstanding to purchase common stock at $1.50 a share. Series E Preferred Stock As of June 30, 2015, there were 33,333 shares of Series E preferred stock issued and outstanding, convertible into 3,333,300 shares of common stock. As approved by the Company's Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible preferred stock (the Series E Certificate of Designations), on March 30, 2015. Pursuant to the Series E Certificate of Designations, the Company designated 100,000 shares of its blank check preferred stock as Series E preferred stock. The shares of Series E preferred stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such preferred share, plus all accrued and unpaid dividends, if any, on such share of Series E preferred stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series E preferred stock is $75 and the initial conversion price is $0.75 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, during the Price Protection Period, in the event the Company issues or sells, or is deemed to issue or sell, shares of common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions. The Company is prohibited from effecting a conversion of the share of Series E preferred stock to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series E preferred stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holders share of Series E preferred stock, but not in excess of beneficial ownership limitations. The shares of Series E preferred stock bear no interest. Issuance of Common Stock under Common Stock Purchase Agreement In connection with a financing that took place in July 2014, or the July 2014 Financing Transaction, the Company assumed certain obligations as per the original agreement to issue additional shares to investors in the July 2014 Financing Transaction if a subsequent financing was at a price per share lower than the price per share in the July 2014 Financing Transaction. The Company therefore issued on March 31, 2015, an aggregate of 88,093 shares of common stock that were required to be issued in connection with the July 2014 Financing Transaction, as a result of the lower share price in the Private Placement. Grant of Restricted Shares Rubin Grant On April 3, 2015, the Company entered into a consulting agreement with Steve Rubin pursuant to which he agreed to provide advisory services in connection with corporate strategy, licensing and business development estimated to be for a period of 12 months. In exchange for his services, the Company provided him with a one-time grant of 200,000 shares of the Companys restricted common stock, valued at $2.30 a share. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the shares as consulting expense upon grant during the current quarter. Ravetch Grant On April 4, 2015, the Board approved the issuance of an additional restricted stock award of 131,500 shares to Jeffrey Ravetch. This award is for future services covering at least one year period. The award was granted in addition to the prior award to Dr. Ravetch on April 2, 2015 of: (i) 34,250 restricted shares and (ii) options to purchase 34,250 shares of common stock with an exercise price of $2.30 per share, for a total grant of 200,000 restricted shares and options. As the 131,550 shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the shares as consulting expense upon grant during the current quarter. Livingston Grant On April 4, 2015, the Board of Directors approved a restricted stock award by the Company of 1,000,000 shares of common stock, valued at $2.30 a share, to be issued to Phil Livingston, Ph.D. for his continuing service to the Company. On May 13, 2015, the Compensation Committee of the Board clarified that the award is being granted in consideration for at least one year of Dr. Livingstons services. The committee further clarified that the vesting of the common stock shall be on the one-year anniversary of the Board of Directors approval of the award, or April 4, 2016. The Company is expensing the grant date fair value of the award over the vesting period of one year. Consulting Agreement On April 5, 2015, the Company entered into a consulting agreement with The Del Mar Consulting Group, Inc. and Alex Partners, LLC, together, the Investor Relations Consultants, pursuant to which such Investor Relations Consultants shall provide investor relations services to the Company in consideration for an immediate grant of 300,000 shares of the Companys restricted common stock and a monthly cash retainer of $12,000 a month for ongoing services for a period of one year. The consultants also received an additional 200,000 shares of the Companys restricted common stock upon the Companys achieving a milestone based on its fully-diluted market capitalization. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the 300,000 shares of $690,000, as investor relations expense upon grant during the current quarter. The performance condition for the 200,000 shares became probable and the market capitalization metric was met during the second quarter, therefore the Company recognized an additional $460,000 of expense during the quarter ended June 30, 2015. | 7. Redeemable Convertible Preferred Stock, Convertible Preferred Stock, Common Stock and Warrants MabVax Therapeutics Series A and MabVax Therapeutics Series B preferred stock (Pre-Merger MabVax Therapeutics Issuances) During February 2013 through December 2013, the Company sold an additional 410,557 shares of MabVax Therapeutics Series B redeemable convertible preferred stock in exchange for $2,792,993 in funds, net of issuance costs of $7,007. The Company also issued warrants to purchase an additional 194,281 shares of MabVax Therapeutics Series B redeemable convertible preferred stock at an exercise price of $0.01 per share (the “Series B Warrant”). The Series B Warrant is exercisable immediately and has a term of five years. Because the Series B Warrant is immediately convertible at the option of the holder, the Company recorded a deemed dividend of $691,812 from the beneficial conversion feature associated with the issuance of the MabVax Therapeutics Series B redeemable convertible preferred stock and the Series B Warrant. The Company valued the warrants at fair value at the date the warrants were issued, using the Black Scholes valuation model with the following assumptions; contractual term of five years, volatility of 86%, no dividend yield and a risk-free interest rate of 0.28%. As of December 31, 2013, the holders of shares of MabVax Therapeutics Series A redeemable convertible preferred stock and MabVax Therapeutics Series B redeemable convertible preferred stock were entitled to cumulative cash dividends of 8% per annum, when and if declared by the MabVax Therapeutics Board of Directors. Such dividends would have been in preference to and prior to any payment of any dividend on shares of MabVax Therapeutics common stock. Cumulative preferred stock dividends, when and if declared, for the MabVax Therapeutics Series A redeemable convertible preferred stock totaled $2,114,818 and the MabVax Therapeutics Series B redeemable convertible preferred stock totaled $430,944, as of December 31, 2013, and were reduced to zero in February 2014 as a result of the MabVax Therapeutics Series C-1 Preferred Stock Financing. In January 2014, holders of warrants to purchase shares of MabVax Therapeutics Series B redeemable convertible preferred stock exercised their rights to purchase 194,281 shares of MabVax Therapeutics Series B redeemable convertible preferred stock for proceeds of $1,942. In February 2014, the holders of MabVax Therapeutics Series A redeemable convertible preferred stock and MabVax Therapeutics Series B redeemable convertible preferred stock waived any rights to all prior accrued dividends they may have had a right to receive and amended the MabVax Therapeutics certificate of incorporation to eliminate their right to accrue dividends in the future as an inducement to buyers in the MabVax Therapeutics Series C-1 Preferred Stock Financing. The effect of this change reduced the liquidation preference for the MabVax Therapeutics Series A redeemable convertible preferred stock by $2,187,762 and the MabVax Therapeutics Series B redeemable convertible preferred stock by $486,938 as of February 12, 2014. No dividends were ever declared by the MabVax Therapeutics Board of Directors since MabVax Therapeutics’ inception on either of the MabVax Therapeutics Series A redeemable convertible preferred stock or the MabVax Therapeutics Series B redeemable convertible preferred stock. Removal of Redemption Rights Liquidation preference – Series C-1 preferred stock purchase agreement On February 12, 2014, MabVax Therapeutics entered into a Securities Purchase Agreement (the “MabVax Therapeutics Securities Purchase Agreement”) and issued 3,697,702 shares of MabVax Therapeutics Series C-1 preferred stock, warrants to purchase 2,055,260 shares of MabVax Therapeutics common stock at $3.62 a share (the “MabVax Therapeutics Series C Common Warrants”) and warrants to purchase 1,848,851 shares of MabVax Therapeutics Series C-1 preferred stock at $0.84 a share (the “MabVax Therapeutics Series C Preferred Warrants”), respectively, for aggregate gross proceeds of $3,100,000, less issuance costs of $126,345 (the “MabVax Therapeutics Series C-1 Financing”). The MabVax Therapeutics Series C Common Warrants and Preferred Warrants were exercisable immediately. The MabVax Series C Common Warrants would have expired on February 13, 2022, and the MabVax Therapeutics Series C Preferred Warrants would have expired upon registration of the shares of MabVax Therapeutics common stock (or a successor entity) under the Securities Act. Because the warrants are immediately convertible at the option of the holder, MabVax Therapeutics recorded a deemed dividend of $2,214,911 from the beneficial conversion feature associated with the issuance of the MabVax Series C-1 preferred stock and the MabVax Therapeutics Series C Common Stock Warrants and the MabVax Therapeutics Series C Preferred Stock Warrants. In connection with the MabVax Therapeutics Series C-1 Financing, MabVax Therapeutics agreed to use its reasonable best efforts to raise at least an additional $3,000,000 through the sale and issuance of shares of MabVax Therapeutics common stock initially intended to be at $15.08 per share (the “Subsequent Capital Raise”). Substantially all of the investors in the MabVax Therapeutics Series C-1 Financing executed a financing commitment letter (such letters, the “Financing Commitment Letters”) to purchase a pro rata number of shares of MabVax Therapeutics common stock at the purchase price of $15.08 per share, representing in the aggregate at least $750,000, subject to certain terms and conditions, including a condition that MabVax Therapeutics raise at least $3,000,000 from new investors in the Subsequent Capital Raise. In addition, each such commitment letter provided that, in the event that less than $3,000,000 was raised from new investors in the Subsequent Capital Raise and subject to certain terms and conditions, each investor party to such letter was required to purchase shares of MabVax Therapeutics preferred stock to be designated as MabVax Therapeutics Series C-2 convertible preferred stock at $15.08 per share and in the aggregate amount of up to $3,000,000 (the “Backstop Capital Raise”). On May 12, 2014, MabVax Therapeutics and certain investors amended the MabVax Therapeutics Securities Purchase Agreement to, among other things, (i) lower the price per share of the Subsequent Capital Raise from $15.08 to $9.93 per share, and (ii) provide that the price per share payable by investors as set forth in the Financing Commitment Letters would henceforth be the lower of (A) $15.08 a share and (B) the lowest price paid in the Subsequent Capital Raise. The price per share of the Backstop Capital Raise was not changed as a result of the amendment. On July 7, 2014, prior to the Merger, MabVax Therapeutics raised over $3.0 million from the sale of common stock and the Backstop Capital Raise was no longer in effect. The MabVax Therapeutics Series C-1 preferred stock allowed the holders to require that MabVax Therapeutics redeem their shares of MabVax Therapeutics Series C-1 preferred stock, including any accrued but unpaid dividends, upon the occurrence of any of the following events (each, a “Triggering Event”): (i) the suspension of trading of common stock following registration of such shares, (ii) the failure to issue shares of MabVax Therapeutics common stock upon conversion of any MabVax Therapeutics Series C-1 On July 8, 2014, the date of the Merger, all MabVax Therapeutics Series C-1 preferred stock was converted into shares of MabVax Therapeutics Holdings Series A-1 preferred stock, and the Triggering Events were removed. Because of the removal of the Triggering Events as of the Merger date, the MabVax Therapeutics Holdings Series A-1 convertible preferred stock is presented on the consolidated balance sheet as permanent equity as of December 31, 2014. Conversion After giving effect to the Merger and Reverse Split, the holders of our Series A-1 preferred stock may at any time voluntarily convert each share into a number of fully paid shares of our common stock determined by dividing the liquidation preference (described below) by the initial conversion price of $1.6767 per share. Conversion is subject to (a) proportional adjustment for certain dilutive issuances, splits, combinations and other recapitalizations or reorganizations and (b) a full ratchet anti-dilution adjustment upon issuance of shares of common stock (or securities convertible into shares of common stock) at a price per share (or with a conversion or exercise price per share) less than the applicable conversion price, and subject to customary carve outs and exclusions. Under the terms described for a mandatory conversion, all outstanding shares of our Series A-1 preferred stock shall be automatically converted into shares of our common stock upon the affirmative election of the holders of a majority of the issued and outstanding shares of our Series A-1 preferred stock. In the event that the Company does not issue the shares of its common stock upon conversion of any shares of its Series A-1 preferred stock, certain penalties, which may be paid in the form of cash or additional shares of its common stock, will accrue. The number of shares of our common stock issuable upon conversion of our Series A-1 preferred stock held by any particular holder, together with all affiliates of such holder, is capped at 4.99% of the issued and outstanding shares of common stock of the Company. Any shares in excess of such amount will be held in abeyance until such time as the issuance of such shares of common stock would not put such holder, together will all affiliates of such holder, above 4.99%. An individual holder may elect to increase this limit to up to 9.99% effective 61 days after providing notice to the Company. Dividends The Company’s Series A-1 stockholders are entitled to cumulative dividends on each share held at a rate of 8% per annum on the Stated Value (as defined in the Series A-1 certificate of designations) from and after the first date of issuance of any Series A-1 whether or not declared by the Board and whether or not there are funds legally available for the payment of dividends. Such dividends are in preference to and prior to any payment of any dividend on shares of our Series B preferred stock, our Series C preferred stock or our common stock. If any dividend is declared and paid on any shares of our common stock, Series B preferred stock or Series C preferred stock, a dividend shall be declared and paid on shares of our Series A-1 preferred stock on an “as converted” basis. The Company is accreting the dividends in accordance with the agreement. Liquidation preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, our Series A-1 preferred stockholders shall be paid an amount equal to $1.6767 per share, plus all accrued dividends, as adjusted to reflect any stock splits, stock dividends or other recapitalization. In addition, after setting apart or paying in full the Series A-1 preferred stock, and Series B preferred stock liquidation preference, any remaining assets of the Company available for distribution to stockholders, if any, shall be distributed to all stockholders of the Company with holders of our preferred stock participating on an as converted basis without actually converting their preferred stock into common stock. In the event that upon liquidation or dissolution, the assets and funds of the Company are insufficient to permit the payment to its preferred stockholders of the full preferential amounts, then the entire assets and funds of the Company legally available for distribution are to be distributed ratably first to the holders of shares of our Series A-1 preferred stock, second to holders of our Series B preferred stock and third on a pro rata basis to all stockholders of the Company on an as-converted basis. Voting rights Each holder of our Series A-1 preferred stock is entitled to the number of votes equal to the number of shares of our common stock into which such holder’s shares are convertible. In addition, the consent of the Required Holders (as defined in the Series A-1 preferred stock certificate of designations) is required in certain circumstances. Registration of Common Stock Issuable upon Conversion of Series A-1 Preferred Stock, and Conversions On October 14, 2014, the Company filed an Amendment No. 1 to a Registration Statement on Form S-1 (the “Form S-1”) that was initially filed on September 29, 2014, for the purpose of registering additional shares of MabVax Therapeutics Holdings common stock issuable upon conversion of outstanding shares of MabVax Therapeutics Holdings Series A-1 preferred stock. The Form S-1, as amended, to register 1,615,070 shares of common stock, was declared effective by the SEC at 4:00 p.m. Eastern Standard Time on November 12, 2014. From November 13, 2014, to December 31, 2014, holders of Series A-1 preferred stock converted 1,169,452 shares into 693,335 shares of common stock. Exercise of MabVax Therapeutics Series C Preferred Warrants On July 7, 2014, MabVax Therapeutics received $1.5 million in exchange for the exercise by holders of the MabVax Therapeutics Series C Preferred warrants to purchase 1,827,979 shares of MabVax Therapeutics Series C-1 preferred stock. MabVax Therapeutics Holdings Series B Redeemable Convertible Preferred Stock On May 12, 2014 (the “Closing Date”), MabVax Therapeutics Holdings entered into a securities purchase agreement (the “Series B Purchase Agreement”) with certain purchasers the “Purchasers” pursuant to which MabVax Therapeutics Holdings agreed to issue and sell to the Purchasers, subject to customary closing conditions, an aggregate of 1,250,000 shares of MabVax Therapeutics Series B redeemable convertible preferred stock and warrants (the “Series B Common Warrants”) to purchase up to an additional 78,125 shares of MabVax Therapeutics Holdings common stock, with an aggregate purchase price of $2,500,000, or $2.00 for each share of our Series B redeemable convertible preferred stock and related Series B Common Warrant (such transaction collectively, the “Series B Private Placement”). The closing of the Series B Private Placement took place on the Closing Date. On May 8, 2014, MabVax Therapeutics Holdings filed a certificate of designation for the MabVax Therapeutics Holdings Series B preferred stock with the Secretary of State of the State of Delaware. The certificate of designations authorized 1,250,000 shares of Series B preferred stock. Holders of MabVax Therapeutics Series B redeemable convertible preferred stock (the “Holders”) are entitled to cumulative dividends on each share held at a rate of 8% per annum on the Stated Value (as defined in the certificate of designations). Upon a liquidation event, the Holders are entitled to a liquidation preference per share, prior to any distribution of the Company’s assets to the holders of its common stock, in an amount equal to the Stated Value plus accrued and unpaid dividends. After payment to the Holders of the full preferential amount, the Holders will, on a pari passu The Series B Common Warrants became exercisable six months from the Closing Date, or November 12, 2014, expire five years from the Closing Date and may be exercised for cash or otherwise may be net-exercised. The Series B Common Warrants initially had a per share exercise price of $26.64. On the 60th day following the earlier of (i) the date all of the shares underlying the Warrants become registered pursuant to an effective registration statement and (ii) six months following the Closing Date (in each case, the “Reset Date”), the exercise price shall be reset to equal the lower of (i) the current exercise price and (ii) 90% of the average of the 10 lowest weighted average prices of Common Stock during the 20 trading days immediately preceding the Reset Date. The price was reset to $1.57 on January 11, 2015. The exercise price is subject to full ratchet anti-dilution adjustment for any issuances of common stock and convertible securities for common stock below the current conversion price, consistent with the terms of the Series B preferred stock. In connection with the Series B Private Placement, the Company also entered into a Registration Rights Agreement with the Purchasers (the “Series B Registration Rights Agreement”). Pursuant to the Series B Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering resales of the Warrant Shares and the shares issuable upon conversion of the Series B preferred stock (together, the “Series B Registerable Securities”) by the Purchasers no later than 60 days following the Closing Date, and to use its commercially reasonable best efforts to have such registration statement declared effective as soon as practicable. The Company bears all expenses of such registration of the resale of the Registerable Securities. On September 3, 2014, the Required Holders (as defined in the Series B preferred stock certificate of designations) temporarily waived the 60 day registration deadline for a five day period. As a result of the Series B Warrants’ anti-dilution provision, the Series B Warrants are recorded as a current liability on our consolidated balance sheet. The outstanding warrant was valued at $92,463 and $567,885 as of December 31, 2014, and July 8, 2014 or the acquisition date, respectively. Our outstanding warrants are revalued on each balance sheet date, with changes in the fair value between reporting periods recorded in the consolidated statements of operations. Warrants are valued using the Black-Scholes-Merton model. The warrant has only partial down round protection, as it has a price reset only on a down round financing, and not an increase in number of shares convertible with the warrant. The Company concluded that using the Black-Scholes-Merton model for the valuation as of December 31, 2014, is fairly accurate compared to a recent buyout offer. The fair value of warrants is estimated using the following assumptions, which, except for risk-free interest rate, are Level 3 inputs: Warrant liability valuation assumptions As of December 31, 2014 As of July 8, 2014 Risk-free interest rate 1.75 % 1.60 % Dividend yield — % — % Expected volatility 86.67 % 101.60 % Expected life of options, in years 4.36 4.90 Market price for common stock $ 1.82 $ 11.60 Warrant exercise price, adjusted $ 1.80 $ 26.64 The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2014 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value: Basis of Fair Value Measurement at December 31, 2014 December 31, 2014 Quoted Prices in Significant Significant Financial liabilities: Warrants $ 92,463 $ — $ — $ 92,463 Total financial liabilities $ 92,463 $ — $ — $ 92,463 The changes in the value of the warrant liability during the year ended December 31, 2014 were as follows: Fair value - beginning of year $ — Fair value on acquisition 567,885 Change in fair value (475,422 ) Fair value - end of year $ 92,463 There were no transfers between Level 1 and Level 2 measurements for the years ended December 31, 2014 and no required disclosure as of December 31, 2013. Exchange Agreement and Series C Preferred Stock On September 3, 2014, MabVax Therapeutics Holdings and certain holders of its issued and outstanding common stock entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which such holders agreed to exchange 148,713 shares of MabVax Therapeutics Holdings common stock for an aggregate of 118,970 shares of newly designated MabVax Therapeutics Holdings Series C preferred stock. From October to December 2014, holders converted 22,399 shares of Series C preferred stock into 28,000 shares of common stock. As contemplated by the Exchange Agreement and as approved by the Board of Directors, the Company filed with the Secretary of State of the State of Delaware a certificate of designations for the Series C preferred stock, on September 3, 2014. Holders of the Series C preferred stock are entitled to vote on an as converted basis on matters presented to the Company’s stockholders and, upon liquidation, share in distributions on a pari passu The terms of the Exchange Agreement and Series C Certificate of Designations were determined by arms-length negotiation between the parties. The shares of common stock issuable pursuant to the Exchange Agreement have been, or will be, upon settlement, issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by an issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange. MabVax Common Stock Financing From June 27 to July 7, 2014, MabVax Therapeutics Holdings issued approximately 326,000 shares of common stock for aggregate proceeds of approximately $2,884,000, net of issuance costs of approximately $156,000, in a private placement transaction (the “MabVax Common Stock Private Placement”), pursuant to Common Stock Purchase Agreements by and among MabVax Therapeutics and certain institutional investors party thereto (the “MabVax Purchase Agreements”). Pursuant to the MabVax Purchase Agreements, MabVax Therapeutics agreed to issue the purchasers participating in closings held under the MabVax Common Stock Private Placement prior to the closing of the Merger additional “anti-dilution” shares of MabVax Therapeutics common stock, for no additional consideration should MabVax Therapeutics sell shares of its common stock in the future (subject to certain customary exceptions, such as upon the conversion or exercise of then outstanding convertible securities, the securities issued in the Merger and issuances under the MabVax Therapeutics option plan) at a price lower than $9.14 per share prior to the first to occur of (x) December 31, 2015 and (y) the date on which MabVax Therapeutics raises an aggregate of $10,000,000. The number of additional shares would be calculated on a weighted average based on the price per share of equity securities sold by MabVax Therapeutics following the initial closing of the MabVax Common Stock Private Placement and in no event would a purchaser be issued a number of additional shares of MabVax Therapeutics common stock in excess of 33% of the number of shares initially purchased by such purchaser and held as of the date of any anti-dilution adjustment. These shares of MabVax Therapeutics common stock issued in the MabVax Common Stock Private Placement were converted into shares of MabVax Therapeutics Holdings common stock in connection with the Merger. MabVax Therapeutics’ obligations with respect to the anti-dilution provisions in the Merger were assumed by MabVax Therapeutics Holdings, and these provisions now apply to sales of MabVax Therapeutics Holdings common stock. As of December 31, 2014, no sales of common stock had taken place since the MabVax Common Stock Private Placement that would have caused the issuance of anti-dilution shares. Temporary Waiver of Warrant Exercise Period On the effective date of the Merger and pursuant to the Merger Agreement, MabVax Therapeutics Holdings issued as part of its securities to the holders of MabVax Therapeutics in exchange for securities owned by MabVax Therapeutics’ security holders, warrants to purchase up to an aggregate of 2,055,268 shares of MabVax Therapeutics Holdings common stock, with an exercise price of $3.62 per share and expiring on July 10, 2023 (the “Merger Warrants”). The preamble of the Merger Warrants contains limitations prohibiting the Merger Warrant holders from exercising the Merger Warrants prior to the one year anniversary of the effective date of the Merger, or July 8, 2015. On September 3, 2014, the Company sent a letter to the holders of the issued and outstanding Merger Warrants (the “Waiver Letter”), waiving, on a limited basis from September 3 through September 12, 2014, the requirement set forth in the preamble of the Merger Warrants that the Merger Warrants may not be exercised until July 8, 2015, and permitting the Merger Warrants to be exercised, either through payment of the exercise price or on a net “cashless” basis, at any time during the period commencing on the date of the letter and ending on and including September 12, 2014 (the “Waiver Period”). The Waiver Letter also provides that, with respect to exercises pursuant to the Waiver Letter during the Waiver Period, the number of shares of common stock issuable upon cashless exercise shall be determined in accordance with the formula set forth in the Waiver Letter rather than the formula set forth in Section 1(d) of the Merger Warrant. On October 3, 2014, following the Company’s delivery on September 30, 2014, of a second letter to the holders of the issued and outstanding Merger Warrants (the “Waiver Extension Letter”), waiving, on a limited basis for a four day period, the requirement set forth in the preamble of the Merger Warrants that the Merger Warrants may not be exercised until July 8, 2015, and permitting the Merger Warrants to be exercised, either through payment of the exercise price or on a net “cashless” basis, at any time during the period commencing on the date of the letter and ending on and including October 3, 2014 (the “Waiver Extension Period”). The Waiver Extension Letter also provides that, with respect to exercises pursuant to the Waiver Extension Letter during the Waiver Extension Period, the number of shares of the Company’s common stock issuable upon cashless exercise shall be determined in accordance with the formula set forth in the Waiver Extension Letter rather than the formula set forth in Section 1(d) of the Merger Warrant. The Company’s management issued the temporary waiver of the warrant exercise period with the intention of gradually increasing the number of its publicly held shares in furtherance of the Company’s continued efforts to satisfy NASDAQ’s Initial Listing Standards and regain trading eligibility for shares of its common stock on the NASDAQ Capital Market. Shares of the Company’s common stock issued upon exercise of the Merger Warrants will not be registered for resale during the Waiver Extension Period and will be subject to resale restrictions per Rule 144 as promulgated by the Securities Act. For the year ended December 31, 2014, 488,659 additional shares of the Company’s common stock had been issued pursuant to the exercise and delivery of 775,219 Merger Warrants in accordance with the terms of the Waiver Letter and the Waiver Extension Letter. As of December 31, 2014, the number of warrants outstanding was 1,280,049 shares and 78,125 shares of the Merger Warrants exercisable into common stock and the Series B Common Warrants, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions The Company incurred consulting fees of $240,000 with a former board member and another founder of the Company during the year ended December 31, 2013. The Company recorded a $240,000 related party liability as of December 31, 2013. In February 2014, MabVax Therapeutics issued approximately 44,000 shares of common stock to related parties in settlement of $240,000 in related party liabilities for consulting services. In connection with the Merger, MabVax Therapeutics Holdings (f.k.a. Telik, Inc.) signed separation agreements in May 2014 with nine employees and agreed to pay severances and health benefits upon closing of the Merger subject to certain provisions in the agreement. The total in severance and benefits costs to be paid out subsequent to the Merger is approximately $748,000. At December 31, 2014, the accrued severance and benefits costs are approximately $6,000. |
Stock-based Activity
Stock-based Activity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Stock-based Activity | Amendment of Equity Incentive Plan On March 31, 2015 the Company approved a Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan (the Plan) to increase the number of shares reserved for issuance under the Plan from 158,073 to 8,360,789 shares of common stock. Additional changes to the Plan include: ● An evergreen provision to reserve additional shares for issuance under the Plan on an annual basis commencing on the first day of fiscal 2016 and ending on the second day of fiscal 2024, such that the number of shares that may be issued under the Plan shall be increased by an amount equal to the lesser of: (i) 8,000,000 or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the Plan; (ii) the number of shares necessary such that the total shares reserved under the Plan equals (x) 15% of the number of outstanding shares of common stock on such date (assuming the conversion of all outstanding shares of Preferred Stock (as defined in the Plan) and other outstanding convertible securities and exercise of all outstanding warrants to purchase common stock) plus (y) 229,000; and (iii) an amount determined by the Board; ● Provide that no more than 3,000,000 shares may be granted to any participant in any fiscal year. ● Provisions to allow for performance based equity awards to be issued by the Company in accordance with Section 162(m) of the Internal Revenue Code. Stock-based Compensation Total estimated stock-based compensation expense, related to all of the Companys stock-based payment awards recognized under ASC 718, CompensationStock Compensation Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2015 2014 2015 2014 Research and development $ 284,125 $ 38,800 $ 325,701 $ 77,428 General and administrative 1,104,883 246,626 1,146,079 289,440 Total share-based compensation expense $ 1,389,008 $ 285,426 $ 1,471,780 $ 366,868 Stock-based Award Activity The following table summarizes the Companys stock option activity during the six months ended June 30, 2015: Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2014 242,893 $ 3.92 Granted 2,615,850 2.30 Exercised (2,779 ) 0.29 Forfeited/cancelled/expired (12,923 ) 7.42 Outstanding and expected to vest at June 30, 2015 2,843,041 $ 2.45 Vested and exercisable at June 30, 2015 159,404 $ 3.54 The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2015, was $4,549,043 and the weighted average period over which these grants are expected to vest is 2.74 years. The Company has assumed a forfeiture rate of zero. The weighted average remaining contractual life of stock options outstanding at June 30, 2015, is 9.57 years. During the first six months of 2015, the Company granted 2,615,850 options and 2,180,850 shares of restricted stock to its directors, officers, and employees from the 2014 Plan. In addition, the Company granted 1,851,500 shares of restricted stock outside of the plan for consulting and investor relation services during the second quarter of 2015. A summary of activity related to restricted stock grants under the Plan for the six months ended June 30, 2015 is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 $ Granted 2,180,850 2.30 Vested Forfeited Nonvested at June 30, 2015 2,180,850 $ 2.30 As of June 30, 2015, unamortized compensation expense related to restricted stock grants amounted to $4,608,266, which is expected to be recognized over a weighted average period of 2.8 years. Because the Company had a net operating loss carryforward as of June 30, 2015, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Companys Condensed Consolidated Statements of Operations. Additionally, there were 2,779 stock options exercised in the three and six months ended June 30, 2015, and there were no stock option exercises in the corresponding periods of 2014. Management Bonus Plan On April 2, 2015, the Compensation Committee of the Board of the Directors approved the 2015 Management Bonus Plan (the Management Plan) outlining maximum target bonuses of the base salaries of certain of the Companys executive officers. Under the terms of the Management Plan, the Companys Chief Executive Officer shall receive a maximum target bonus of up to 50% of his annual base salary, the Chief Financial Officer shall receive a maximum target bonus of up to 35% of his annual base salary and the Companys Vice President shall receive a maximum target bonus of up to 25% of his annual base salary. On April 4, 2015, the Board approved the following Non-Employee Director Policy (the Incumbent Director Policy) with respect to incumbent non-employee members of the Board in the event that they are replaced before their term expires: ● A one-time issuance of 20,000 restricted shares of common stock; ● The vesting of all options and restricted stock grants held on such date; and ● The payment of all earned but unpaid cash compensation for their services on the Board and its committees, as of such date. On April 4, 2015, in connection with his resignation from the Board, Michael Wick received a one-time restricted stock grant of 20,000 shares under the Incumbent Director Policy. Common stock reserved for future issuance Common stock reserved for future issuance consists of the following at June 30, 2015: Common stock reserved for conversion of preferred stock 23,148,000 Common stock reserved for exercise of warrants 5,959,668 Common stock options outstanding 2,843,041 Unvested restricted stock awards 2,180,850 Authorized for future grant or issuance under the Stock Plan 3,490,012 Total 37,621,571 | 9. Stock-based Activity Stock Incentive Plan In September 2008, the Company’s stockholders approved the 2008 Stock Incentive Plan (the “2008 Plan”) which became effective in September 2008 and under which 65,507 shares of the Company’s common stock were initially reserved for issuance to employees, non-employee directors and consultants of the Company. In November 2012, the Company increased the authorized shares under the plan to 155,893. On February 14, 2013, the 2008 Plan terminated and no further grants of equity may be made thereunder. In June 2014, MabVax Therapeutics Inc.’s stockholders approved the amended 2014 Stock Incentive Plan (the “2014 Plan”) which became effective and was adopted by the Company in the Merger in July 2014. The 2014 Plan authorized the issuance of up to 351,443 shares, 152,017 of which are contingent upon the forfeiture, expiration or cancellation of the 2008 Reserved Shares. The 2014 Plan provides for the grant of incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards to eligible recipients. The maximum term of options granted under the Stock Plan is ten years. Employee option grants will generally vest 25% on the first anniversary of the original vesting date, and the balance vests monthly over the next three years. The vesting schedules for grants to non-employee directors and consultants will be determined by the Company’s Compensation Committee. Stock options are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. Stock-based Compensation Total estimated stock-based compensation expense, related to all of the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” Years Ended December 31, 2014 2013 Research and development $ 163,019 $ 166,796 General and administrative 441,957 159,848 Total share-based compensation expense $ 604,976 $ 326,644 Stock-based Award Activity The following table summarizes the Company’s stock option activity for the years ended December 31, 2014 and 2013: Options Weighted- Outstanding at December 31, 2012 58,639 $ 0.83 Granted 93,378 1.44 Exercised — — Forfeited/cancelled/expired — — Outstanding at December 31, 2013 152,017 $ 1.19 Granted 90,876 8.47 Exercised — — Forfeited/cancelled/expired — — Outstanding and expected to vest at December 31, 2014 242,893 $ 3.92 Vested and exercisable at December 31, 2014 154,877 $ 3.77 The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2014 was $750,405 and the weighted average period over which these grants are expected to vest is 2.5 years. The Company has assumed a forfeiture rate of zero. The weighted average remaining contractual life of stock options outstanding at December 31, 2014 is 7.9 years. None of the stock options granted to employees during the year ended December 31, 2014 were vested at December 31, 2014, as they generally vest over a four year period and vesting does not start until the one-year anniversary of the grant date. During the year ended December 31, 2014, the Company granted five new board members appointed in connection with the Merger an aggregate of 55,580 in stock options, which were immediately vested on the grant date. Valuation Assumptions The Company used the Black-Scholes-Merton option valuation model, or the Black Scholes model, to determine the stock-based Years Ended December 31, 2014 2013 Risk-free interest rate 0.1 to 2 % 0.6 % Dividend yield — % — % Expected volatility 84 to 100 % 86 % Expected life of options, in years 5 and 6.25 5 Weighted-average grant date fair value $ 4.73 $ 11.84 Because the Company had a net operating loss carryforward as of December 31, 2014, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Company’s Consolidated Statements of Operations. Additionally, no stock options were exercised in the years ended December 31, 2014 and 2013. Common stock reserved for future issuance Common stock reserved for future issuance consists of the following at December 31, 2014: Common stock reserved for conversion of preferred stock and warrants 2,591,256 Common stock options outstanding 242,893 Authorized for future grant or issuance under the Stock Plan 326,431 Total 3,160,580 |
Net Loss per Share
Net Loss per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Net Loss per Share | The Company calculates basic and diluted net loss per share using the weighted-average number of shares of common stock outstanding during the period. When the Company is in a net loss position, it excludes from the calculation of diluted net loss per share all potentially dilutive stock options, preferred stock and warrants, and the diluted net loss per share is the same as the basic net loss per share for such periods. The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. As of June 30, 2015 2014 Stock options 2,843,041 217,882 Restricted stock awards 2,180,850 Redeemable convertible preferred stock 1,027,630 Preferred stock 23,148,000 567,495 Common stock warrants 5,959,668 2,569,080 Total 34,131,559 4,382,087 | 10. Net Loss per Share The Company calculates basic and diluted net loss per share using the weighted-average number of shares of common stock outstanding during the period. When the Company is in a net loss position, it excludes from the calculation of diluted net loss per share all potentially dilutive stock options, preferred stock and warrants, and the diluted net loss per share is the same as the basic net loss per share for such periods. If the Company was to be in a net income position, the weighted-average number of shares used to calculate the diluted net income per share would include the potential dilutive effect of in-the-money securities, as determined using the treasury stock method. The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. Years Ended December 31, 2014 2013 Stock options 44,615 103,417 MabVax Series A redeemable convertible preferred stock 137,607 265,749 MabVax Series B redeemable convertible preferred stock 156,247 189,020 MabVax Series C-1 redeemable convertible preferred stock 412,444 — Series B redeemable convertible preferred stock 102,895 — Series A-1 preferred stock 742,658 — Series C preferred stock 47,023 — Total 1,643,489 558,186 |
Contracts and Agreements
Contracts and Agreements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Contracts and Agreements | Juno Therapeutics Option Agreement On August 29, 2014, MabVax Therapeutics entered into an Option Agreement (the Option Agreement) with Juno Therapeutics, Inc. (Juno). Pursuant to the Option Agreement, MabVax Therapeutics granted Juno the option to obtain an exclusive, world-wide, royalty-bearing license authorizing Juno to develop, make, have made, use, import, have imported, sell, have sold, offer for sale and otherwise exploit certain patents MabVax Therapeutics developed with respect to fully human antibodies with binding specificity against human GD2 or sialyl-Lewis A antigens and certain MabVax Therapeutics controlled biologic materials. Juno may exercise its option to purchase the license until the earlier of June 30, 2016 or 90 days from the date MSKCC completes its research with respect to the patents in accordance with the terms of agreements by and between MSKCC and MabVax Therapeutics. During the three and six months ended June 30, 2015, no revenues had been earned under the Option Agreement, however the Option Agreement remains valid and active. The Option Agreement may be terminated by either party (i) upon material breach of the other party if the breach is not cured within 30 days, or (ii) with 60 days prior written notice in the event the other party becomes the subject of a voluntary or involuntary petition in bankruptcy. Juno may terminate the Option Agreement at any time upon 30 days prior written notice. MabVax Therapeutics may terminate the Option Agreement if Juno, or any Juno employee or affiliate, is a party to any action or proceeding in which Juno, or any Juno employee or affiliate, opposes the patents or otherwise seeks a determination that any of the patents are invalid or unenforceable if Juno, or as applicable, its employee and/or affiliate, fails to discontinue its involvement in such an action within 10 days of receiving notice from MabVax Therapeutics. As consideration for the grant of the exclusive option to purchase the license, Juno paid MabVax Therapeutics a one-time up-front option fee in the low five figures. Should the option be exercised, MabVax Therapeutics would expect to negotiate with Juno to pay amounts that include MabVax Therapeutics license fees, milestone payments, and royalty-based compensation in connection with entering into a License. The terms of the license including the financial terms are expected to be agreed upon at a future date. Patheon Biologics LLC Agreement On April 14, 2014, the Company entered into a development and manufacturing services agreement with Patheon (f.k.a. Gallus Biopharmaceuticals) to provide a full range of manufacturing and bioprocessing services, including cell line development, process development, protein production, cell culture, protein purification, bio-analytical chemistry and QC testing. Total amount of the contract is estimated at approximately $3.0 million. For the three and six months ended June 30, 2015, the Company recorded approximately $447,000 and $1,235,000 of expense associated with the agreement, respectively. NCI PET Imaging Agent Grant In September 2013, the NCI awarded the Company a SBIR Program Contract to support the Companys program to develop a PET imaging agent for pancreatic cancer using a fragment of the Companys 5B1 antibody (the NCI PET Imaging Agent Grant). The project period for Phase I of the grant award of approximately $250,000 covered a nine-month period which commenced in September 2013 and ended in June 2014. On August 25, 2014, the Company was awarded a $1.5 million contract for the Phase II portion of the NCI PET Imaging Agent Grant. The contract is intended to support a major portion of the preclinical work being conducted by the Company, together with its collaboration partner, MSKCC, to develop a novel Positron Emission Tomography (PET) imaging agent for detection and assessment of pancreatic cancer. The total contract amount for Phase I and Phase II of approximately $1,749,000 supports research work through June 2016. The Company records revenue associated with the NCI PET Imaging Agent Grant as the related costs and expenses are incurred. For the three and six months ended June 30, 2015, and 2014 the Company recorded $136,616, $376,156, $62,440 and $157,340 of revenue associated with the NCI PET Imaging Agent Grant, respectively. | 11. Contracts and Agreements NCI Sarcoma Vaccine Grant In July 2010, the National Cancer Institute (“NCI”) awarded the Company a Small Business Innovation Research (“SBIR”) Program grant to support the Company’s program to conduct a Phase II clinical trial for a vaccine intended to prevent the recurrence of sarcoma (the “NCI Sarcoma Vaccine Grant”). The Company received the Phase II portion of the grant, which amounted to approximately $1,829,000 and covered the period from April 2011 to January 2013. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. For the year ended December 31, 2013, the Company recorded $201,355 of revenue associated with the NCI Sarcoma Vaccine Grant. NCI Neuroblastoma Vaccine Grant In July 2012, the NCI awarded the Company a SBIR Program grant to support the Company’s program to manufacture the clinical material and develop an Investigational New Drug Application for a vaccine to prevent the recurrence of Neuroblastoma (the “NCI Neuroblastoma Vaccine Grant”). The project period for Phase I of the grant ended in December 2012 and the Company received a one-year extension on the project. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. For the years ended December 31, 2014 and 2013, the Company recorded $32,355 and $102,521 of revenue associated with the NCI Neuroblastoma Vaccine Grant, respectively. NCI PET Imaging Agent Grant In September 2013, the NCI awarded the Company a SBIR Program Contract to support the Company’s program to develop a PET imaging agent for pancreatic cancer using a fragment of the Company’s 5B1 antibody (the “NCI PET Imaging Agent Grant”). The project period for Phase I of the grant award of approximately $250,000 covered a nine-month period which commenced in September 2013 and ended in June 2014. On August 25, 2014, the Company was awarded a $1.5 million contract for the Phase II portion of the NCI PET Imaging Agent Grant. The contract is intended to support a major portion of the preclinical work being conducted by the Company, together with its collaboration partner, MSKCC, to develop a novel Positron Emission Tomography (“PET”) imaging agent for detection and assessment of pancreatic cancer. The total contract amount for Phase I and Phase II of approximately $1,749,000 supports research work through June 2016. The Company records revenue associated with the NCI PET Imaging Agent Grant as the related costs and expenses are incurred. For the years ended December 31, 2014 and 2013, the Company recorded $271,820 and $62,492 of revenue associated with the NCI PET Imaging Agent Grant, respectively. Juno Therapeutics Option Agreement On August 29, 2014, MabVax Therapeutics entered into an Option Agreement (the “Option Agreement”) with Juno Therapeutics, Inc. (“Juno”). Pursuant to the Option Agreement, MabVax Therapeutics granted Juno the option to obtain an exclusive, world-wide, royalty-bearing license (the “License”) authorizing Juno to develop, make, have made, use, import, have imported, sell, have sold, offer for sale and otherwise exploit certain patents MabVax Therapeutics developed with respect to fully human antibodies with binding specificity against human GD2 or sialyl Lewis A antigens (the “Patents”) and certain MabVax Therapeutics controlled biologic materials. Juno may exercise its option to purchase the License until the earlier of June 30, 2016 or 90 days from the date MSKCC completes its research with respect to the Patents in accordance with the terms of agreements by and between MSKCC and MabVax Therapeutics. The Option Agreement may be terminated by either party (i) upon material breach of the other party if the breach is not cured within 30 days, or (ii) with 60 days’ prior written notice in the event the other party becomes the subject of a voluntary or involuntary petition in bankruptcy. Juno may terminate the Option Agreement at any time upon 30 days’ prior written notice. MabVax Therapeutics may terminate the Option Agreement if Juno, or any Juno employee or affiliate, is a party to any action or proceeding in which Juno, or any Juno employee or affiliate, opposes the Patents or otherwise seeks a determination that any of the Patents are invalid or unenforceable if Juno, or as applicable, its employee and/or affiliate, fails to discontinue its involvement in such an action within 10 days of receiving notice from MabVax Therapeutics. As consideration for the grant of the exclusive option to purchase the License, Juno has agreed to pay MabVax Therapeutics a one-time up-front option fee in the low five figures. Should the option be exercised, MabVax Therapeutics would expect to negotiate with Juno to pay amounts that include MabVax Therapeutics license fees, milestone payments, and royalty-based compensation in connection with entering into a License. The terms of the License including the financial terms are expected to be agreed upon at a future date. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Commitments and contingencies | Litigation On May 30, 2014, a class action lawsuit was commenced in Santa Clara County Superior Court, State of California, on behalf of Cadillac Partners and others similarly situated, naming as defendants, MabVax Therapeutics, the Company and the Companys directors, Hudson Bay Capital Management LP, Bio IP Ventures LLC, Hudson Bay Master Fund Ltd., and Hudson Bay IP Opportunities Master Fund LP, together the Parties. The suit alleged the defendants breached certain fiduciary duties, or aided and abetted a breach of fiduciary duties, in connection with the Companys Merger with MabVax Therapeutics. In support of their purported claims, the plaintiff alleged, among other things, that the Companys board has historically failed to fulfill its fiduciary duty to its stockholders, and claiming with respect to the Series B Private Placement and the Merger, that such transactions involved an inadequate sales process and included preclusive deal protection devices, and that the Companys board of directors would receive personal benefits not available to its public stockholders as a result of the Merger. The plaintiff sought to enjoin the Merger and obtain damages as well as attorneys and expert fees and costs. On June 29, 2014, the parties entered into a Stipulation and Settlement (the Settlement), pursuant to which the Company agreed to file with the SEC certain supplemental disclosures in connection with the Merger. The Settlement is subject to certain confirmatory discovery to be undertaken by the plaintiff and to the Parties agreement on the payment of the plaintiffs attorneys fees and expenses. On July 16, 2014, the Company and all other parties to the litigation entered into an agreement which, if consummated, will settle the litigation (the Proposed Settlement). Among many other terms, under the Proposed Settlement the Company and all defendants will receive a broad release of any and all claims pertaining to the Series B Private Placement, the Merger, the prior disclosure and a wide variety of other matters. The Proposed Settlement also calls for the parties to ask the court to, among other things, enter orders enjoining other stockholders from bringing similar actions, certifying the putative settlement class, and approving the Proposed Settlement as a fair, final, and binding resolution of the litigation. Under the Proposed Settlement, the Company and the other defendants have expressly denied the allegations of the complaint and denied engaging in any other misconduct, nor will any of them make any payment or in any respect amend the negotiated terms of the since-consummated Series B Private Placement and Merger. Finally, under the Proposed Settlement, the Company and the other defendants have not agreed to pay any legal fees, or reimburse any expenses, allegedly incurred by the plaintiffs who filed the complaint; instead, the Company expects that counsel for those plaintiffs will present any such disputed claim for legal fees and expenses to the court for resolution. On April 20, 2015, the Parties made an application for an Order for Notice and Scheduling of Hearing of Settlement in accordance with a Stipulation of Settlement dated as of April 20, 2015 (the Action), which sets forth the terms and conditions for settlement and which provides for dismissal of the Action with prejudice. The Order after Hearing on June 12, 2015, provided preliminary approval of the settlement that was agreed to by the Parties, in which the Company provided supplemental disclosures in the definitive proxy filed with the SEC on June 30, 2014. Notice of the action as a class action was sent to class members in July 2015. The Company believes that any additional expenses that could be incurred related to the Action after June 30, 2015, will be offset by insurance co-payments covering expenses previously incurred or expected to be incurred in the Stipulation of Settlement. Operating Leases In connection with the Merger, the Company recorded a $590,504 contingent lease termination fee, in connection with the termination by MabVax Therapeutics Holdings (f.k.a. Telik, Inc.) of the master lease and sublease of the Porter Drive Facility, which is payable to ARE-San Francisco No. 24 (ARE), if the Company receives $15 million or more in additional financing in the aggregate, but otherwise forgiven. | 12. Commitments and contingencies Litigation On May 30, 2014, a class action lawsuit was commenced in Santa Clara County Superior Court, State of California, on behalf of Cadillac Partners and others similarly situated, naming as defendants, MabVax Therapeutics, the Company and the Company’s directors, Hudson Bay Capital Management LP, Bio IP Ventures LLC, Hudson Bay Master Fund Ltd., and Hudson Bay IP Opportunities Master Fund LP. The suit alleged the defendants breached certain fiduciary duties, or aided and abetted a breach of fiduciary duties, in connection with the Company’s Merger with MabVax Therapeutics. In support of their purported claims, the plaintiff alleged, among other things, that the Company’s board has historically failed to fulfill its fiduciary duty to its stockholders, and claiming with respect to the Series B Private Placement and the Merger, the such transactions involved an inadequate sales process and included preclusive deal protection devices, and that the Company’s board of directors would receive personal benefits not available to its public stockholders as a result of the Merger. The plaintiff sought to enjoin the Merger and obtain damages as well as attorneys’ and expert fees and costs. On June 29, 2014, the parties entered into a Stipulation and Settlement (the “Settlement”), pursuant to which the Company agreed to file with the SEC certain supplemental disclosures in connection with the Merger. The Settlement is subject to certain confirmatory discovery to be undertaken by the plaintiff and to the parties’ agreement on the payment of the plaintiff’s attorneys’ fees and expenses. On July 16, 2014, the Company and all other parties to the litigation entered into an agreement which, if consummated, will settle the litigation (the “Proposed Settlement”). Among many other terms, under the Proposed Settlement the Company and all defendants will receive a broad release of any and all claims pertaining to the Series B Private Placement, the Merger, the prior disclosure and a wide variety of other matters. The Proposed Settlement also calls for the parties to ask the court to, among other things, enter orders enjoining other stockholders from bringing similar actions, certifying the putative settlement class, and approving the Proposed Settlement as a fair, final, and binding resolution of the litigation. Under the Proposed Settlement, the Company and the other defendants have expressly denied the allegations of the complaint and denied engaging in any other misconduct, nor will any of them make any payment or in any respect amend the negotiated terms of the since-consummated Series B Private Placement and Merger. Finally, under the Proposed Settlement, the Company and the other defendants have not agreed to pay any legal fees, or reimburse any expenses, allegedly incurred by the plaintiffs who filed the complaint; instead, the Company expects that counsel for those plaintiffs will present any such disputed claim for legal fees and expenses to the court for resolution. Operating Leases In connection with the Merger, the Company recorded a $590,504 contingent lease termination fee, related to the termination of the master lease and sublease of the Porter Drive Facility by MabVax Therapeutics Holdings (f.k.a. Telik, Inc.), which is payable to ARE-San Francisco No. 24 (“ARE”) if the Company receives $15 million or more in additional financing in the aggregate, but otherwise forgiven. The Company leases its corporate office and laboratory space under an operating lease that, as amended on August 1, 2010, expires on July 31, 2015. The lease contains an option to cancel at various dates prior to the termination date by paying a cancellation penalty. The Company has provided a refundable security deposit of $11,017 to secure its obligations under the lease, which has been included in other long-term assets in the accompanying consolidated financial statements. We recognize rent expense on a straight-line basis over the term the lease. Rent expense of $115,118 and $138,783 was recognized in the years ended December 31, 2014 and 2013, respectively. Minimum future annual operating lease obligations are as follows as of December 31, 2014: 2015 $ 77,117 Total $ 77,117 Restructuring Plan upon Closing of the Merger In connection with the Merger, the Company signed separation agreements in May 2014 with nine employees and agreed to pay severances and health benefits upon closing of the Merger subject to certain provisions in the agreements. Approximately $6,000 in severance and benefits costs remain as of December 31, 2014. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 13. Income taxes The components of the provision for income taxes for the years ended December 31, 2014 and 2013 is as follows: 2014 2013 Current: Federal $ — $ — State — — — — Deferred: Federal $ — $ — State — — — — Income tax expense $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets are as follows as of December 31, 2014 and 2013: 2014 2013 Deferred tax assets: Net operating loss carryforwards $ 9,478,000 $ 4,932,000 Tax credits 4,128,000 90,000 Accrued expenses and other 225,000 35,500 Total deferred tax assets 13,831,000 5,057,500 Less valuation allowance (13,831,000 ) (5,057,500 ) Net deferred tax assets $ — $ — The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the Company’s deferred tax assets, the Company maintains a valuation allowance of $13,831,000 against its deferred tax assets as of December 31, 2014. Realization of the deferred tax assets will be primarily dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses. During the year, MabVax Therapeutics, Inc. merged with Telik, Inc. in a tax-free reorganization. As a result of the merger, all components of Telik’s deferred tax assets are now included as deferred tax assets of MabVax Therapeutics, Inc. These pre-merger deferred tax assets are net operating loss carryforwards of $1,672,000, research and development credit carryforwards of $3,903,000, as well as other deferred tax asset items of $53,000, in total equaling $5,628,000. The current year change in these assets has been reflected in the provision for income taxes. As of December 31, 2014, the Company had net operating loss carryforwards of approximately $23,909,000 and $23,773,000 for federal and state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in varying amounts in 2028 to 2034. The Company also has research and development credits of approximately $194,000 and $5,960,000 for federal and state income tax purposes, respectively. The federal credits may be used to offset future taxable income and will begin to expire at various dates beginning in 2030 through 2034. The state credits may be used to offset future taxable income, and such credits carryforward indefinitely. The Company is subject to taxation in the U.S. and California jurisdictions. Currently, no historical years are under examination. The Company’s tax years ending December 31, 2014 and 2013 are subject to examination by the U.S. and state taxing authorities due to the carryforward of unutilized net operating losses and research and development credits. Utilization of the Company’s net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to an “ownership change” that may have occurred, or that could occur in the future, as defined and required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards, and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively. Any limitation may result in the expiration of a portion of the net operating loss carryforwards or research and development credit carryforwards before utilization. The net operating loss carryforwards and research and development credit carryforwards inherited as a result of the merger with Telik, Inc. have been severely limited under these rules and will likely not be realized. In general, an “ownership change” results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. The Company intends to complete a study in the future to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation, and will complete such study before the use of any of the aforementioned attributes. The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (34% in 2014 and 2013) to income taxes as follows: 2014 2013 Tax benefit computed at 34% $ (2,692,100 ) $ (1,375,300 ) State tax provision, net of federal tax benefit (462,800 ) (227,400 ) Change in valuation allowance 3,146,000 1,542,600 Other 8,900 60,100 Tax provision (benefit) $ — $ — The Company has adopted ASC 740-10-25. This interpretation clarifies the criteria for recognizing income tax benefits under ASC 740, “Accounting for Income Taxes”, |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Subsequent Events | Amendments to Registration Rights Agreement On June 9, 2015, the Company and certain investors holding over 60% of the outstanding Registrable Securities (as such term is defined in the registration rights agreement that was part of the Companys private placement of its securities, conducted on March 31, 2015, and April 10, 2015), agreed to amend the definition of Filing Date for the initial registration statement such that such term shall be defined as August 5, 2015 and (ii) waive any payments that may be due to the investors as a result of the Company not filing a registration statement on or before the Filing Date, as such term was originally defined. On August 4, 2015, over 70% of the investors agreed to amend the Filing Date to October 9, 2015. Series D Conversions On July 7, 2015 and on July 16, 2015, holders of Series D preferred stock converted 1,656 and 5,000 shares of Series D preferred stock into 165,600 and 500,000 shares of common stock, respectively. Rockefeller University Collaboration | 14. Subsequent Events On January 11, 2015, the Series B Common Warrants reached the Reset Date, in accordance with the original terms of the agreement, and the warrant exercise price was reset to $1.57. On January 14, 2015, holders of the Series C preferred stock converted 96,571 shares into 120,714 shares of common stock. Between January 10, 2015 and February 25, 2015, holders of the Series A-1 preferred stock converted 64,019 shares into 38,456 shares of common stock. Between March 3, 2015 and March 20, 2015, holders of the Company’s Series B Preferred Stock converted a total of 106,437 of those shares into 276,883 shares of common stock. Exchange of Preferred Stock and Warrants On March 25, 2015, the Company entered into separate exchange agreements (the “Exchange Agreements”) with certain holders (each an “Exchange Holder”; collectively the “Exchange Holders”) of the Company’s Series A-1 preferred stock and Merger Warrants (the “Series A-1 Exchange Securities”) and holders of the Company’s Series B preferred stock and Series B Warrants (the “Series B Exchange Securities” and, collectively with the Series A-1 Exchange Securities, the “Exchange Securities”), all previously issued by the Company. Pursuant to the Exchange Agreements, the Exchange Holders exchanged the Exchange Securities and relinquished any and all other rights they may have had pursuant to the Exchange Securities, their respective governing agreements and certificates of designation, including any related registration rights, in exchange for an aggregate of 2,588,407 shares of the Company’s common stock and an aggregate of 237,647 shares of the Company’s newly designated Series D Convertible preferred stock (the “Series D preferred stock” and together with the common stock issuable pursuant to the Exchange Agreements and the common stock issuable upon conversion of the Series D preferred stock, the “Securities”). Additionally, for as long as a certain principal holder of Exchange Securities holds Securities issued pursuant to the Exchange Agreements, subject to certain exceptions, the Company is restricted from issuing any shares of common stock or securities convertible into common stock, enter into any equity line of credit or issue any floating or variable priced equity linked instrument. No commission or other payment was received by the Company in connection with the Exchange Agreements. Series D Preferred Stock As contemplated by the Exchange Agreements and as approved by the Company’s Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designations”), on March 25, 2015. Pursuant to the Series D Certificate of Designations, the Company designated 1,000,000 shares of its blank check preferred stock as Series D preferred stock. Each share of Series D preferred stock has a stated value of $0.01 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D preferred stock will be entitled to a per share preferential payment equal to the stated value. Each share of Series D preferred stock is convertible into 100 shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series D preferred stock to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (provided that certain investors elected to block their beneficial ownership initially at 2.49% in the Exchange Agreements), in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D preferred stock (the “Beneficial Ownership Limitation”). Each share of Series D preferred stock entitles the holder to vote on all matters voted on by holders of common stock. With respect to any such vote, each share of Series D preferred stock entitles the holder to cast such number of votes equal to the number of shares of common stock such shares of Series D preferred stock are convertible into at such time, but not in excess of the Beneficial Ownership Limitation. After giving effect to the transactions contemplated by the Exchange Agreements, and prior to Private Placement Financing noted in our Subsequent Events the Company had 5,827,327 shares of common stock issued and outstanding and 237,647 shares of Series D preferred stock outstanding convertible into an aggregate of 23,764,700 shares of common stock, without giving effect to any Beneficial Ownership Limitation. As of March 25, 2015, pursuant to the terms of the Exchange Agreements, the MabVax Therapeutics Securities Purchase Agreement, Series A-1 Registration Rights Agreement, the Series B Purchase Agreement and the Series B Registration Rights Agreement were terminated, and all rights covenants, agreements and obligations contained therein, are of no further force or effect. Private Placement Transaction On March 31, 2015 the Company accepted subscription agreements (the “Subscription Agreements”) in a private placement issuance of 6,661,000 Units, as described below, and received proceeds of $4,662,957, net of $332,793 in issuance costs. The Company also agreed to issue and sell, subject to customary closing conditions, additional Units for an aggregate private placement of up to 21,333,333 shares of the Company’s common stock (or, for purchasers who would hold 5% or more of the Company’s common stock, shares of the Company’s Series E Convertible preferred stock, par value $0.01 per share (the “Series E preferred stock”) convertible into an equivalent number of shares of such common stock) (such shares of common stock and Series E preferred stock, the “PIPE Shares”) and, for each share of common stock so purchased (or issuable upon conversion of each share of Series E preferred stock so purchased) warrants to purchase one-half of one share of common stock (collectively, the “Private Placement” and the “PIPE Warrants” and, together with the PIPE Shares, the “Units”). Upon closing, the Company will sell Units with an aggregate purchase price of up to $16,000,000 (or $0.75 for each Unit). The Series E preferred stock is described below. The PIPE Warrants are exercisable upon issuance at the Closing Date (as defined in the Subscription Agreement), expire 30 months from the Closing Date and may be exercised for cash or on a cashless basis. The PIPE Warrants will initially have a per share exercise price of $1.50, subject to certain adjustments. The Company is prohibited from effecting the exercise of the PIPE Warrants to the extent that, as a result of such exercise, the holder beneficially owns more than 4.99% in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the exercise of the PIPE Warrants. In connection with the Private Placement, the Company also entered into a Registration Rights Agreement with the PIPE Purchasers (the “PIPE Registration Rights Agreement”). Pursuant to the PIPE Registration Rights Agreement, the Company has agreed to file a registration statement with the SEC covering resales of up to 25% of common stock issued under the Subscription Agreements and shares issuable upon conversion of the Series E preferred stock (together, the “Registrable Securities”) by the PIPE Purchasers no later than 60 days following the Closing Date, and to use its commercially reasonable best efforts to have such registration statement declared effective with 120 days after filing. The Company will bear all expenses of such registration of the resale of the Registrable Securities. PIPE Purchasers also may be required under certain circumstances to agree to refrain from resales of a percentage of their securities upon request of an underwriter or placement agent in a future offering. Series E Preferred Stock As approved by the Company’ Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible preferred stock (the “Series E Certificate of Designations”), on March 31, 2015. Pursuant to the Series E Certificate of Designations, the Company designated 100,000 shares of its blank check preferred stock as Series E preferred stock. Each share of Series E preferred stock has a stated value of $75.00 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series E preferred stock will be entitled to a per share preferential payment equal to $0.01 per share. Each share of Series E preferred stock is convertible into 100 shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. In addition, until the earlier of (i) twenty-four (24) months from the Final Closing Date (as defined in the Subscription Agreement), (ii) the date the Company consummates a financing (excluding proceeds from the sale of the Series E preferred stock) in which the Company receives gross proceeds of at least Ten Million Dollars ($10,000,000) and (iii) the date the Company’s common stock is listed for trading on a national securities exchange, if the Company issues or sells any shares of common stock at a price less than $0.75 (a “New Issuance”), the Conversion Price of the Series E preferred stock is automatically adjusted to the New Issuance price. The Company is prohibited from effecting the conversion of the Series E preferred stock to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series E preferred stock (the “Series E Beneficial Ownership Limitation”). Each share of Series E preferred stock entitles the holder to vote on all matters voted on by holders of common stock. With respect to any such vote, each share of Series E preferred stock entitles the holder to cast such number of votes equal to the number of shares of common stock such shares of Series E preferred stock are convertible into at such time, but not in excess of the Series E Beneficial Ownership Limitation. All, none or a portion of the Series E preferred stock may be issued in connection with the Subscription Agreements including with respect to any subscriptions that may be accepted in the discretion of the Company in connection with any closings which the Company may elect to accept following the date of this report. Issuance of Common Stock under Common Stock Purchase Agreement In connection with the July 2014 Private Placement Transaction, or July 2014 Financing, the Company assumed certain obligations to issue additional shares to investors in the July 2014 Financing if a subsequent financing was at a price per share lower than the price per share in the July 2014 Financing. The Company therefore issued an aggregate of 88,093 shares of common stock that were required to be issued in connection with the Private Placement. Amendment of Equity Incentive Plan On March 31, 2015 the Company approved a Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), effective as of and contingent upon the consummation of the initial closing of the sale of Units pursuant to the Subscription Agreement, to increase the number of shares reserved for issuance under the Plan from 158,073 to 8,360,789 shares of common stock. Additional changes to the Plan include: • An “evergreen” provision to reserve additional shares for issuance under the Plan on an annual basis commencing on the first day of fiscal 2016 and ending on the second day of fiscal 2024, such that the number of shares that may be issued under the Plan shall be increased by an amount equal to the lesser of: (i) 8,000,000 or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the Plan; (ii) the number of shares necessary such that the total shares reserved under the Plan equals (x) 15% of the number of outstanding shares of common stock on such date (assuming the conversion of all outstanding shares of Preferred Stock (as defined in the Plan) and other outstanding convertible securities and exercise of all outstanding warrants to purchase common stock) plus (y) 229,000; and (iii) an amount determined by the Board; • Provide that no more than 3,000,000 shares may be granted to any participant in any fiscal year. • Provisions to allow for performance based equity awards to be issued by the Company in accordance with Section 162(m) of the Internal Revenue Code. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | MabVax Therapeutics Holdings, Inc. (f.k.a. Telik, Inc. and referred to herein as MabVax Therapeutics Holdings or the Company) (OTCQB: MBVX) was incorporated in the state of Delaware on October 20, 1988. On July 8, 2014, Tacoma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of MabVax Therapeutics Holdings (Tacoma Corp.) merged with MabVax Therapeutics, Inc., a Delaware corporation (MabVax Therapeutics) pursuant to an Agreement and Plan of Merger, dated May 12, 2014, by and among MabVax Therapeutics Holdings, Tacoma Corp. and MabVax Therapeutics, as amended by that certain Amendment No. 1 to the Merger Agreement, dated June 30, 2014, by and among the parties thereto and by that certain Amendment No. 2 to the Merger Agreement, dated July 7, 2014, by and among the parties thereto (such agreement as amended, the Merger Agreement; such merger, the Merger). Unless the context otherwise requires, references to we, our, us, or the Company in this Quarterly Report mean MabVax Therapeutics Holdings on a condensed consolidated financial statement basis with our wholly-owned subsidiary following the Merger, MabVax Therapeutics, as applicable. On October 9, 2014 FINRA approved our stock symbol change request and the Company began trading under the symbol MBVX (OTCQB: MBVX) on October 10, 2014. The Company is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products and vaccines for the treatment of a variety of cancers. The Company has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers. Therapeutic vaccines under development were discovered at Memorial Sloan Kettering Cancer Center (MSKCC), and are exclusively licensed to MabVax Therapeutics. The Company operates in only one business segment. The Company plans to continue developing MabVax Therapeutics pre-Merger pipeline and continue to evaluate the technology and development programs that were under way at MabVax Therapeutics Holdings prior to the Merger. The Company will terminate unwanted patent applications, and will stop the maintenance fees and patent prosecutions as they come due for the Telintra development program that was in place at MabVax Therapeutics Holdings prior to the Merger. The Company has incurred net losses since inception and expect to incur substantial losses for the foreseeable future as the Company continues research and development activities. To date, the Company funded operations primarily through government grants, the sale of preferred stock and equity securities, non-equity payments from collaborators and interest income. The process of developing the Companys products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approval. The Company expects these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. The Company will not receive substantial revenue unless the Company or its collaborative partners complete clinical trials, obtain regulatory approval and successfully commercialize one or more products; or the Company licenses its technology after achieving one or more milestones of interest to a potential partner. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the Audited Financial Statements of MabVax Therapeutics Holdings for the year ended December 31, 2014, filed in our Annual Report on Form 10-K on March 31, 2015, as amended on April 2, 2015, and April 30, 2015. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. The balance sheet data at December 31, 2014, has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. | Basis of Presentation The accompanying consolidated financial statements reflect all of our activities, including those of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed Federally insured limits. The Company has not experienced any losses on such accounts. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, grants receivable, other receivable, prepaid expenses and other assets, accounts payable, related party payables and warrant liabilities, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. | |
Grants Receivable | Grants Receivable Grants receivable at December 31, 2014 represent amounts due under the NIH Imaging Contract Phase II with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health, or NIH (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established. If amounts become uncollectible, they are charged to operations. | |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets with definite lives, such as property and equipment, for impairment. The Company records impairment losses on long-lived assets used for operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying value of the assets. There have not been any impairment losses of long-lived assets for the years ended December 31, 2014 and 2013. | |
Impairment of Goodwill | Impairment of Goodwill The Company applies the GAAP principles related to Intangibles – Goodwill and Other to test for goodwill impairment annually. During the fourth quarter, there was a triggering event that occurred as a result of the decline in the Company’s market capitalization. As a result, the Company went to a step 1 analysis utilizing an external valuation firm to value the Company. Based upon the analysis performed no impairment was noted, therefore step 2 was not required. The Company has concluded that no impairment of Goodwill has taken place for the year ended December 31, 2014. | |
Revenue Recognition | Revenue Recognition Revenue from grants are based upon internal and subcontractor costs incurred that are specifically covered by the grant, including a facilities and administrative rate that provides funding for overhead expenses. NIH Grants are recognized when the Company incurs internal expenses that are specifically related to each grant, in clinical trials at the clinical trial sites, by subcontractors who manage the clinical trials, and provided the grant has been approved for payment. U.S. Treasury grant awards are based upon internal research and development costs incurred that are specifically covered by the grant, and revenues are recognized when the Company incurs internal expenses that are related to the approved grant. The Company records revenue associated with the NIH Grants as the related costs and expenses are incurred. Any amounts received by the Company pursuant to the NIH Grants prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue. | |
Research and Development Costs | Research and Development Costs Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future uses. A significant portion of the development activities are outsourced to third parties, including contract research organizations. In such cases, the Company may be required to estimate related service fees incurred. | |
Stock-based Compensation | Stock-based Compensation The Company’s stock-based compensation programs include grants of stock options to employees, non-employee directors and non-employee consultants. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. | |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2014 and 2013, all deferred tax assets were fully offset by a valuation allowance. The Company accrues interest and penalties, if any, on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in its consolidated statements of operations. | |
Fair Value Measurements | Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. | |
Nature of operations and basis of presentation | MabVax Therapeutics Holdings, Inc. (f.k.a. Telik, Inc. and referred to herein as MabVax Therapeutics Holdings or the Company) (OTCQB: MBVX) was incorporated in the state of Delaware on October 20, 1988. On July 8, 2014, Tacoma Acquisition Corp., a Delaware corporation and wholly owned subsidiary of MabVax Therapeutics Holdings (Tacoma Corp.) merged with MabVax Therapeutics, Inc., a Delaware corporation (MabVax Therapeutics) pursuant to an Agreement and Plan of Merger, dated May 12, 2014, by and among MabVax Therapeutics Holdings, Tacoma Corp. and MabVax Therapeutics, as amended by that certain Amendment No. 1 to the Merger Agreement, dated June 30, 2014, by and among the parties thereto and by that certain Amendment No. 2 to the Merger Agreement, dated July 7, 2014, by and among the parties thereto (such agreement as amended, the Merger Agreement; such merger, the Merger). Unless the context otherwise requires, references to we, our, us, or the Company in this Quarterly Report mean MabVax Therapeutics Holdings on a condensed consolidated financial statement basis with our wholly-owned subsidiary following the Merger, MabVax Therapeutics, as applicable. On October 9, 2014 FINRA approved our stock symbol change request and the Company began trading under the symbol MBVX (OTCQB: MBVX) on October 10, 2014. The Company is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products and vaccines for the treatment of a variety of cancers. The Company has discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been immunized against targeted cancers. Therapeutic vaccines under development were discovered at Memorial Sloan Kettering Cancer Center (MSKCC), and are exclusively licensed to MabVax Therapeutics. The Company operates in only one business segment. The Company plans to continue developing MabVax Therapeutics pre-Merger pipeline and continue to evaluate the technology and development programs that were under way at MabVax Therapeutics Holdings prior to the Merger. The Company will terminate unwanted patent applications, and will stop the maintenance fees and patent prosecutions as they come due for the Telintra development program that was in place at MabVax Therapeutics Holdings prior to the Merger. The Company has incurred net losses since inception and expect to incur substantial losses for the foreseeable future as the Company continues research and development activities. To date, the Company funded operations primarily through government grants, the sale of preferred stock and equity securities, non-equity payments from collaborators and interest income. The process of developing the Companys products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approval. The Company expects these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. The Company will not receive substantial revenue unless the Company or its collaborative partners complete clinical trials, obtain regulatory approval and successfully commercialize one or more products; or the Company licenses its technology after achieving one or more milestones of interest to a potential partner. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the Audited Financial Statements of MabVax Therapeutics Holdings for the year ended December 31, 2014, filed in our Annual Report on Form 10-K on March 31, 2015, as amended on April 2, 2015, and April 30, 2015. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. The balance sheet data at December 31, 2014, has been derived from audited financial statements at that date. It does not include, however, all of the information and notes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. | Basis of Presentation The accompanying consolidated financial statements reflect all of our activities, including those of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB affirmed its proposal to defer the effective date of this standard to annual reporting periods (and interim reporting periods within those years) beginning after December 15, 2017. Entities are permitted to apply the new revenue standard early, but not before the original effective date of annual periods beginning after December 15, 2016. Entities may choose from two adoption methods, with certain practical expedients. The Company is currently reviewing this standard to assess the impact on its future financial statements and evaluating the available adoption methods. In June 2014, the FASB issued ASU No. 2014-12, CompensationStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, although early adoption is permitted. The Company is currently reviewing this standard to assess the impact on its future financial statements. In August 2014, the FASB issued ASU No. 2014-15, (ASU 2014-15), Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. ASU 2014-15 requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entitys ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of the updated standard on the financial statements and disclosures. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2014 and 2013: December 31, 2014 2013 Furniture and fixtures $ 8,979 $ 8,979 Office equipment 31,170 21,850 Lab equipment 321,884 286,397 362,033 317,226 Less accumulated depreciation and amortization (304,980 ) (292,739 ) Totals $ 57,053 $ 24,487 |
Merger with MabVax Therapeuti26
Merger with MabVax Therapeutics, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Schedule of Estimated Purchase Price of Acquisition | The total estimated purchase price of the acquisition as of July 8, 2014 is as follows: Purchase Consideration: (In thousands) Purchase Consideration $ 6,416 Telik Assets: Cash and Cash Equivalents $ 1,497 Accounts Receivable 31 Prepaids and Other Current Assets 182 (1,710 ) Telik Liabilities: Accrued Compensation $ 850 Accrued Liabilities 111 Accrued Contingent Termination Fee 591 Warrant Liability 568 2,120 Goodwill $ 6,826 |
Convertible Preferred Stock, 27
Convertible Preferred Stock, Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Schedule of Warrant Liability Valuation Assumptions | Warrant liability valuation assumptions As of December 31, 2014 As of July 8, 2014 Risk-free interest rate 1.75 % 1.60 % Dividend yield — % — % Expected volatility 86.67 % 101.60 % Expected life of options, in years 4.36 4.90 Market price for common stock $ 1.82 $ 11.60 Warrant exercise price, adjusted $ 1.80 $ 26.64 |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2014 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value: Basis of Fair Value Measurement at December 31, 2014 December 31, 2014 Quoted Prices in Significant Significant Financial liabilities: Warrants $ 92,463 $ — $ — $ 92,463 Total financial liabilities $ 92,463 $ — $ — $ 92,463 |
Schedule of Changes in the Value of the Warrant Liability | The changes in the value of the warrant liability during the year ended December 31, 2014 were as follows: Fair value - beginning of year $ — Fair value on acquisition 567,885 Change in fair value (475,422 ) Fair value - end of year $ 92,463 |
Stock-based Activity (Tables)
Stock-based Activity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Stock-based Activity Tables | ||
Stock-based Compensation | Total estimated stock-based compensation expense, related to all of the Companys stock-based payment awards recognized under ASC 718, CompensationStock Compensation Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2015 2014 2015 2014 Research and development $ 284,125 $ 38,800 $ 325,701 $ 77,428 General and administrative 1,104,883 246,626 1,146,079 289,440 Total share-based compensation expense $ 1,389,008 $ 285,426 $ 1,471,780 $ 366,868 | Years Ended December 31, 2014 2013 Research and development $ 163,019 $ 166,796 General and administrative 441,957 159,848 Total share-based compensation expense $ 604,976 $ 326,644 |
Stock-based Award Activity | The following table summarizes the Companys stock option activity during the six months ended June 30, 2015: Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2014 242,893 $ 3.92 Granted 2,615,850 2.30 Exercised (2,779 ) 0.29 Forfeited/cancelled/expired (12,923 ) 7.42 Outstanding and expected to vest at June 30, 2015 2,843,041 $ 2.45 Vested and exercisable at June 30, 2015 159,404 $ 3.54 | The following table summarizes the Company’s stock option activity for the years ended December 31, 2014 and 2013: Options Weighted- Outstanding at December 31, 2012 58,639 $ 0.83 Granted 93,378 1.44 Exercised — — Forfeited/cancelled/expired — — Outstanding at December 31, 2013 152,017 $ 1.19 Granted 90,876 8.47 Exercised — — Forfeited/cancelled/expired — — Outstanding and expected to vest at December 31, 2014 242,893 $ 3.92 Vested and exercisable at December 31, 2014 154,877 $ 3.77 |
Restricted stock grants | A summary of activity related to restricted stock grants under the Plan for the six months ended June 30, 2015 is presented below: Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 $ Granted 2,180,850 2.30 Vested Forfeited Nonvested at June 30, 2015 2,180,850 $ 2.30 | |
Valuation Assumptions Used to Determine Stock-based Expense | Treasury yield for a period consistent with the expected term of the stock award in effect at the time of the grant. Years Ended December 31, 2014 2013 Risk-free interest rate 0.1 to 2 % 0.6 % Dividend yield — % — % Expected volatility 84 to 100 % 86 % Expected life of options, in years 5 and 6.25 5 Weighted-average grant date fair value $ 4.73 $ 11.84 | |
Common stock reserved for future issuance | Common stock reserved for future issuance consists of the following at June 30, 2015: Common stock reserved for conversion of preferred stock 23,148,000 Common stock reserved for exercise of warrants 5,959,668 Common stock options outstanding 2,843,041 Unvested restricted stock awards 2,180,850 Authorized for future grant or issuance under the Stock Plan 3,490,012 Total 37,621,571 | Common stock reserved for future issuance consists of the following at December 31, 2014: Common stock reserved for conversion of preferred stock and warrants 2,591,256 Common stock options outstanding 242,893 Authorized for future grant or issuance under the Stock Plan 326,431 Total 3,160,580 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Net Loss Per Share Tables | ||
Potentially dilutive securities | As of June 30, 2015 2014 Stock options 2,843,041 217,882 Restricted stock awards 2,180,850 Redeemable convertible preferred stock 1,027,630 Preferred stock 23,148,000 567,495 Common stock warrants 5,959,668 2,569,080 Total 34,131,559 4,382,087 | The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. Years Ended December 31, 2014 2013 Stock options 44,615 103,417 MabVax Series A redeemable convertible preferred stock 137,607 265,749 MabVax Series B redeemable convertible preferred stock 156,247 189,020 MabVax Series C-1 redeemable convertible preferred stock 412,444 — Series B redeemable convertible preferred stock 102,895 — Series A-1 preferred stock 742,658 — Series C preferred stock 47,023 — Total 1,643,489 558,186 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Future Annual Operating Lease Obligations | Minimum future annual operating lease obligations are as follows as of December 31, 2014: 2015 $ 77,117 Total $ 77,117 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2014 and 2013 is as follows: 2014 2013 Current: Federal $ — $ — State — — — — Deferred: Federal $ — $ — State — — — — Income tax expense $ — $ — |
Significant Components of Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows as of December 31, 2014 and 2013: 2014 2013 Deferred tax assets: Net operating loss carryforwards $ 9,478,000 $ 4,932,000 Tax credits 4,128,000 90,000 Accrued expenses and other 225,000 35,500 Total deferred tax assets 13,831,000 5,057,500 Less valuation allowance (13,831,000 ) (5,057,500 ) Net deferred tax assets $ — $ — |
Computation of Provision for Income Taxes Differs from Expected Tax Expense | The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (34% in 2014 and 2013) to income taxes as follows: 2014 2013 Tax benefit computed at 34% $ (2,692,100 ) $ (1,375,300 ) State tax provision, net of federal tax benefit (462,800 ) (227,400 ) Change in valuation allowance 3,146,000 1,542,600 Other 8,900 60,100 Tax provision (benefit) $ — $ — |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jul. 07, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Reverse stock split, description | 8-for-1 Reverse Split | |||||||
Net loss | $ (6,395,533) | $ (2,433,614) | $ (8,842,852) | $ (3,406,512) | $ (7,917,853) | $ (4,044,971) | ||
Net cash used for operating activities | (7,662,019) | |||||||
Net cash provided by investing activities | 1,452,476 | |||||||
Cash and cash equivalents | 7,183,528 | $ 1,127,654 | 7,183,528 | $ 1,127,654 | 1,477,143 | 354,254 | $ 421,197 | |
Accumulated deficit | $ (51,339,315) | (51,339,315) | $ (24,550,308) | $ (13,972,552) | ||||
Financing to be raised through the sale and issuance shares | $ 88,093 | |||||||
State of incorporation | Delaware | |||||||
Date of incorporation | Oct. 20, 1988 | |||||||
Trading symbol | MBVX | |||||||
Securities Financing Transactions [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance costs | $ 300,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment losses of long-lived assets | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | P3Y | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | P5Y | |
Leasehold Improvements [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | The lesser of the life of the lease or the life of the asset. |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Apr. 10, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Change in Accounting Estimate [Line Items] | |||||||||
Net loss | $ (6,395,533) | $ (2,433,614) | $ (8,842,852) | $ (3,406,512) | $ (7,917,853) | $ (4,044,971) | |||
Net cash used for operating activities | 5,305,609 | 2,514,095 | 7,662,019 | 2,851,218 | |||||
Net cash used in investing activities | 35,154 | 13,502 | (1,452,476) | 8,718 | |||||
Net cash provided by financing activities | 11,047,148 | 3,300,997 | 7,332,432 | 2,792,993 | |||||
Cash and cash equivalents | 7,183,528 | $ 1,127,654 | 7,183,528 | $ 1,127,654 | 1,477,143 | 354,254 | $ 421,197 | ||
Accumulated deficit | $ 51,339,315 | 51,339,315 | $ 24,550,308 | $ 13,972,552 | |||||
Private placement value | $ 11,714,498 | ||||||||
Private placement price per share | $ .75 | $ .75 | |||||||
Common stock, par value | .01 | .01 | $ 0.01 | $ 0.01 | |||||
Warrant price | $ 1.50 | $ 1.50 | |||||||
Private Placement [Member] | |||||||||
Change in Accounting Estimate [Line Items] | |||||||||
Private placement value | $ 6,718,751 | $ 4,995,749 | |||||||
Private Placement [Member] | Series E Preferred Stock [Member] | |||||||||
Change in Accounting Estimate [Line Items] | |||||||||
Private placement value | 2,500,000 | ||||||||
Escrow funds | $ 3,500,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 362,033 | $ 317,226 | |
Less accumulated depreciation and amortization | (304,980) | (292,739) | |
Property, plant and equipment, net | $ 82,407 | 57,053 | 24,487 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 321,884 | 286,397 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 31,170 | 21,850 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 8,979 | $ 8,979 |
Property and Equipment, Net (36
Property and Equipment, Net (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 9,799 | $ 5,103 | $ 12,241 | $ 35,366 |
Reverse Stock Split, Name Cha37
Reverse Stock Split, Name Change and Increase in Authorized Shares (Details Narrative) - shares | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 08, 2014 | Dec. 31, 2013 |
Temporary Equity [Line Items] | ||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 |
Preferred stock, shares authorized | 15,000,000 | |||
Number of outstanding shares | 25,225,472 | 2,802,867 | 230,503 | |
Series C Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares authorized | 200,000 | 200,000 | ||
Series A-1 Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares authorized | 2,763,000 | 2,763,000 | ||
Pre Stock Split [Member] | ||||
Temporary Equity [Line Items] | ||||
Number of outstanding shares | 13,932,937 | |||
Post Stock Split [Member] | ||||
Temporary Equity [Line Items] | ||||
Number of outstanding shares | 1,741,617 |
Merger with MabVax Therapeuti38
Merger with MabVax Therapeutics, Inc (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 08, 2014 |
Telik Liabilities: | |||
Goodwill | $ 6,826,003 | $ 6,826,003 | |
Telik Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Consideration | $ 6,416,000 | ||
Telik Assets: | |||
Cash and Cash Equivalents | 1,497,000 | ||
Accounts Receivable | 31,000 | ||
Prepaids and Other Current Assets | 182,000 | ||
Telik Assets | (1,710,000) | ||
Telik Liabilities: | |||
Accrued Compensation | 850,000 | ||
Accrued Liabilities | 111,000 | ||
Accrued Contingent Termination Fee | 591,000 | ||
Warrant Liability | 568,000 | ||
Telik Liabilities | 2,120,000 | ||
Goodwill | $ 6,826,000 |
Merger with MabVax Therapeuti39
Merger with MabVax Therapeutics, Inc (Details Narrative) - USD ($) | Jul. 08, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Merger agreement, entry date | May 12, 2014 | |
Merger agreement, effective date | Jul. 8, 2014 | |
Impairment of goodwill | $ 0 | |
Mab Vax [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price consideration | $ 6,416,000 | |
Business acquisition, common stock closing price | $ 11.20 | |
Business acquisition, common stock shares | 572,887 |
Convertible Preferred Stock, 40
Convertible Preferred Stock, Common Stock and Warrants (Detail 1) - $ / shares | Jul. 08, 2014 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Expected life of options, in years | 4 years 10 months 24 days | 4 years 4 months 10 days |
Market price for common stock | $ 11.60 | $ 1.82 |
Warrant exercise price, adjusted | $ 26.64 | $ 1.80 |
Convertible Preferred Stock, 41
Convertible Preferred Stock, Common Stock and Warrants (Detail 2) | Dec. 31, 2014USD ($) |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | $ 92,463 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 92,463 |
Fair Value, Measurements, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 92,463 |
Fair Value, Measurements, Recurring [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | $ 92,463 |
Convertible Preferred Stock, 42
Convertible Preferred Stock, Common Stock and Warrants (Detail 3) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value on acquisition | $ 567,885 |
Change in fair value | (475,422) |
Fair value - end of year | $ 92,463 |
Convertible Preferred Stock, 43
Convertible Preferred Stock, Common Stock and Warrants (Details Narrative) - USD ($) | Apr. 14, 2015 | Apr. 10, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 08, 2014 |
Adjustment in redemption value | $ 93,234 | ||||||||
Warrant liability | $ 92,463 | ||||||||
Preferred stock, authorized | 15,000,000 | ||||||||
Unit sale price | $ .75 | $ .75 | |||||||
Financing raised through the sale and issuance of shares of common stock | $ 88,093 | ||||||||
Gain on warrant liability | $ 19,807 | ||||||||
Exercise of warrants | 2,779 | 0 | 0 | 0 | |||||
Exercised warrant, per share price | $ .29 | $ 0 | $ 0 | ||||||
Restricted stock Granted | 2,180,850 | ||||||||
Restricted stock granted, per share | $ 2.30 | ||||||||
Rubin [Member] | |||||||||
Restricted stock Granted | 200,000 | ||||||||
Restricted stock granted, per share | $ 2.30 | ||||||||
Ravetch [Member] | |||||||||
Restricted stock Granted | 131,500 | ||||||||
Ravetch 2 [Member] | |||||||||
Restricted stock Granted | 34,250 | ||||||||
Restricted stock granted, per share | $ 2.30 | ||||||||
Livingston [Member] | |||||||||
Restricted stock Granted | 1,000,000 | ||||||||
Restricted stock granted, per share | $ 2.30 | ||||||||
Consulting Group [Member] | |||||||||
Restricted stock Granted | 300,000 | ||||||||
Cash retainer | $ 12,000 | $ 12,000 | |||||||
Grant date fair value | $ 690,000 | ||||||||
Consulting Group 2 [Member] | |||||||||
Restricted stock Granted | 200,000 | ||||||||
Grant expense | $ 460,000 | ||||||||
Redeemable Convertible Preferred Stock Series B | |||||||||
Warrant liability | $ 72,656 | $ 72,656 | $ 92,463 | ||||||
Preferred stock, shares issued | 0 | 0 | 1,250,000 | ||||||
Warrants issued | 0 | 0 | 78,125 | ||||||
Warrant price | $ 1.57 | ||||||||
Preferred stock converted into common shares | 106,437 | ||||||||
Common stock issued upon conversion of preferred | 276,883 | ||||||||
Deemed dividends | $ 8,655,998 | ||||||||
MabVax Common Stock Financing [Member] | |||||||||
Shares issued | 5,624,998 | 6,661,000 | |||||||
Unit sale price | $ 0.75 | ||||||||
Warrants issued | 4,479,167 | 333,000 | |||||||
Proceeds from issuance of preferred stock and warrants | $ 3,831,622 | $ 4,714,726 | |||||||
Shares issued, issuance costs | 387,127 | 281,023 | |||||||
Broker commissions | $ 574,000 | ||||||||
Escrow deposit | 3,500,000 | ||||||||
Exercise of warrants | 1,849,999 | ||||||||
Exercised warrant, per share price | $ 1.50 | ||||||||
Common stock issued upon exercise of warrants | 1,219,780 | ||||||||
Warrants outstanding | 5,959,668 | 5,959,668 | |||||||
Mab Vax [Member] | |||||||||
Warrant liability | |||||||||
Series D Preferred Stock [Member] | |||||||||
Preferred stock, shares issued | 198,147 | 198,147 | |||||||
Preferred stock, shares outstanding | 198,147 | 198,147 | |||||||
Common stock issuable upon conversion of preferred | 19,814,700 | 19,814,700 | |||||||
Series E Preferred Stock [Member] | |||||||||
Preferred stock, authorized | 100,000 | 100,000 | |||||||
Preferred stock, shares issued | 33,333 | 33,333 | |||||||
Preferred stock, shares outstanding | 33,333 | 33,333 | |||||||
Common stock issuable upon conversion of preferred | 3,333,300 | 3,333,300 | |||||||
Stated value preferred stock | $ 75 | $ 75 | |||||||
Preferred stock conversion price | $ .75 | $ .75 | |||||||
Series E Preferred Stock [Member] | MabVax Common Stock Financing [Member] | |||||||||
Proceeds from issuance of preferred stock and warrants | 2,500,000 | ||||||||
Series E Preferred Stock [Member] | MabVax Common Stock Financing [Member] | OPKO [Member] | |||||||||
Proceeds from issuance of preferred stock and warrants | $ 2,500,000 | ||||||||
Series A-1 Convertible Preferred Stock [Member] | |||||||||
Preferred stock, authorized | 2,763,000 | 2,763,000 | 2,763,000 | ||||||
Preferred stock, shares issued | 1,593,389 | ||||||||
Preferred stock, shares outstanding | 1,593,389 | ||||||||
Warrants issued | 1,280,047 | 1,280,047 | |||||||
Warrant price | $ 3.62 | $ 3.62 | |||||||
Preferred stock converted into common shares | 64,019 | ||||||||
Common stock issued upon conversion of preferred | 38,456 | ||||||||
Deemed dividends | $ 9,017,512 | ||||||||
Series A-1 Convertible Preferred Stock [Member] | Warrant [Member] | |||||||||
Deemed dividends | $ 179,411 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Preferred stock, authorized | 200,000 | 200,000 | 200,000 | ||||||
Preferred stock, shares issued | 96,571 | ||||||||
Preferred stock, shares outstanding | 96,571 | ||||||||
Preferred stock converted into common shares | 96,571 | ||||||||
Common stock issued upon conversion of preferred | 120,714 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |||
Consulting fee | $ 240,000 | ||
Related party liabilities | $ 240,000 | $ 240,000 | |
Shares of common stock in exchange for cancellation of related party liabilities | 44,000 | ||
Severance and benefits costs | $ 748,000 | ||
Accrued severance and benefits costs | $ 6,000 |
Stock-based Activity (Details)
Stock-based Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock-based compensation expense | $ 1,389,008 | $ 285,426 | $ 1,471,780 | $ 366,868 | $ 604,976 | $ 326,644 |
Research and Development Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock-based compensation expense | 284,125 | 246,626 | 325,701 | 77,428 | 163,019 | 166,796 |
General and Administrative Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Total stock-based compensation expense | $ 1,104,883 | $ 38,800 | $ 1,146,079 | $ 289,440 | $ 441,957 | $ 159,848 |
Stock-based Activity (Detail 1)
Stock-based Activity (Detail 1) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares Issuable Under Options | ||||
Options Outstanding, Outstanding at beginning of period | 242,893 | 152,017 | 152,017 | 58,639 |
Options Granted | 2,615,850 | 90,876 | 93,378 | |
Options Exercised | (2,779) | 0 | 0 | 0 |
Options Forfeited/cancelled/expired | (12,923) | 0 | 0 | |
Options Outstanding and expected to vest at end of period | 2,843,041 | 242,893 | 152,017 | |
Options Vested and exercisable at Ending | 159,404 | 154,877 | ||
Weighted Average Exercise Price | ||||
Weighted-Average Exercise Price, Outstanding at beginning of period | $ 3.92 | $ 1.19 | $ 1.19 | $ 0.83 |
Weighted-Average Exercise Price, Granted | 2.30 | 8.47 | 1.44 | |
Weighted-Average Exercise Price, Exercised | .29 | 0 | 0 | |
Weighted-Average Exercise Price, Forfeited/cancelled/expired | 7.42 | 0 | 0 | |
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period | 2.45 | 3.92 | $ 1.19 | |
Weighted-Average Exercise Price, Vested and exercisable at Ending | $ 3.54 | $ 3.77 |
Stock-based Activity (Detail 2)
Stock-based Activity (Detail 2) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Restricted stock grants | |
Nonvested at beginning of period | |
Granted | 2,180,850 |
Vested | |
Forfeited | |
Nonvested at end of period | 2,180,850 |
Weighted average grant date fair value | |
Nonvested at beginning of period | |
Granted | $ 2.30 |
Vested | |
Forfeited | |
Nonvested at end of period | $ 2.30 |
Stock-based Activity (Detail 3)
Stock-based Activity (Detail 3) - shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock reserved for future issuance | 37,621,571 | 3,160,580 |
Stock Plan [Member] | ||
Common stock reserved for future issuance | 3,490,012 | |
Restricted Stock [Member] | ||
Common stock reserved for future issuance | 2,180,850 | |
Preferred Stock [Member] | ||
Common stock reserved for future issuance | 23,148,000 | |
Warrant [Member] | ||
Common stock reserved for future issuance | 5,959,668 | |
Stock Option [Member] | ||
Common stock reserved for future issuance | 2,841,041 |
Stock-based Activity (Detail 4)
Stock-based Activity (Detail 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options, in years | 5 years | |
Weighted-average grant date fair value | $ 4.73 | $ 11.84 |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options, in years | 6 years 3 months | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options, in years | 5 years |
Stock-based Activity (Detail 5)
Stock-based Activity (Detail 5) - shares | Jun. 30, 2015 | Dec. 31, 2014 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Authorized for future grant or issuance under the Stock Plan | 37,621,571 | 3,160,580 |
Stock Incentive Plans [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Authorized for future grant or issuance under the Stock Plan | 326,431 | |
Stock Options Outstanding [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Authorized for future grant or issuance under the Stock Plan | 242,893 | |
Redeemable Convertible Preferred Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Authorized for future grant or issuance under the Stock Plan | 2,591,256 |
Stock-based Activity (Details N
Stock-based Activity (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense, options | $ 4,549,043 | $ 750,405 | ||
Unrecognized stock-based compensation expense, recognition period | 2 years 8 months 26 days | 2 years 6 months | ||
Weighted average remaining Contractual term, stock options outstanding | 9 years 6 months 25 days | 7 years 10 months 24 days | ||
Options Granted | 2,615,850 | 90,876 | 93,378 | |
Restricted stock Granted | 2,180,850 | |||
Options Exercised | 2,779 | 0 | 0 | 0 |
Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Bonus threshold | 50.00% | |||
Chief Financial Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Bonus threshold | 35.00% | |||
Vice President [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Bonus threshold | 25.00% | |||
Wick [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock Granted | 20,000 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense, options | $ 4,608,266 | |||
Unrecognized stock-based compensation expense, recognition period | 2 years 9 months 18 days | |||
Options granted for services | 1,851,500 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance under Plan | 158,073 | |||
MaximumMember | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance under Plan | 8,360,789 | |||
MaximumMember | Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share grant policy | 20,000 |
Stock-based Activity (Details52
Stock-based Activity (Details Narrative 1) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014 | Feb. 14, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2012 | Sep. 30, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Options granted | 2,615,850 | 90,876 | 93,378 | |||||
Unrecognized stock-based compensation expense, options | $ 4,549,043 | $ 750,405 | ||||||
Unrecognized stock-based compensation expense, recognition period | 2 years 8 months 26 days | 2 years 6 months | ||||||
Weighted average remaining Contractual term, stock options outstanding | 9 years 6 months 25 days | 7 years 10 months 24 days | ||||||
Tax benefits for tax deductions related to stock-based compensation | $ 0 | |||||||
Stock options exercised | 2,779 | 0 | 0 | 0 | ||||
Two Thousand Eight Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized under the Stock Plan | 155,893 | 65,507 | ||||||
Stock Options granted | 0 | |||||||
Two Thousand Fourteen Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of shares contingent upon forfeiture, expiration or cancellation | 152,017 | 152,017 | ||||||
Employee option grants vest percentage on first anniversary | 3 years | |||||||
Description of share based award | The maximum term of options granted under the Stock Plan is ten years. Employee option grants will generally vest 25% on the first anniversary of the original vesting date, and the balance vests monthly over the next three years. | |||||||
Two Thousand Fourteen Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during period new issue of shares | 351,443 | |||||||
Maximum term of options granted under Stock Plan | 10 years | |||||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options vested, number of shares | 0 | |||||||
Stock option vesting period | 4 years | |||||||
Employee Stock Option [Member] | Board [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Options granted | 55,580 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 34,131,559 | 4,382,087 | 1,643,489 | 558,186 |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 23,148,000 | 567,495 | ||
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 5,959,668 | 2,569,080 | ||
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 1,027,630 | |||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 2,180,850 | |||
Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 2,843,041 | 217,882 | 44,615 | 103,417 |
Net Loss per Share (Detail 1)
Net Loss per Share (Detail 1) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 34,131,559 | 4,382,087 | 1,643,489 | 558,186 |
Series C Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 47,023 | |||
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 2,843,041 | 217,882 | 44,615 | 103,417 |
Series A- One Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 742,658 | |||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 102,895 | |||
Series B Redeemable Convertible Preferred Stock [Member] | Mab Vax [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 156,247 | 189,020 | ||
SeriesC One Redeemable Convertible Preferred Stock [Member] | Mab Vax [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 412,444 | |||
Series A- Redeemable Convertible Preferred Stock [Member] | Mab Vax [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted net loss per common share calculations | 137,607 | 265,749 |
Contracts And Agreements (Detai
Contracts And Agreements (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue for NCI PET | $ 239,539 | $ 94,900 |
Patheon Biologics [Member] | ||
Expense | $ 786,000 |
Contracts and Agreements (Det56
Contracts and Agreements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 25, 2014 | |
Revenues | $ 136,616 | $ 62,440 | $ 376,156 | $ 157,340 | $ 314,175 | $ 366,368 | |
Juno [Member] | |||||||
Date of agreement | Aug. 29, 2014 | ||||||
Revenues | 0 | $ 0 | |||||
Termination description | The Option Agreement may be terminated by either party (i) upon material breach of the other party if the breach is not cured within 30 days, or (ii) with 60 days prior written notice in the event the other party becomes the subject of a voluntary or involuntary petition in bankruptcy. Juno may terminate the Option Agreement at any time upon 30 days prior written notice. MabVax Therapeutics may terminate the Option Agreement if Juno, or any Juno employee or affiliate, is a party to any action or proceeding in which Juno, or any Juno employee or affiliate, opposes the patents or otherwise seeks a determination that any of the patents are invalid or unenforceable if Juno, or as applicable, its employee and/or affiliate, fails to discontinue its involvement in such an action within 10 days of receiving notice from MabVax Therapeutics. | ||||||
Patheon Biologics [Member] | |||||||
Date of agreement | Apr. 14, 2014 | ||||||
Contract value | 3,000,000 | $ 3,000,000 | |||||
Agreement expense | 447,000 | $ 1,235,000 | |||||
NIC Pet [Member] | |||||||
Date of agreement | Sep. 1, 2015 | ||||||
Revenues | 136,616 | 62,440 | $ 376,156 | 157,340 | |||
Contract value | $ 1,749,000 | $ 250,000 | $ 1,749,000 | $ 250,000 | $ 1,500,000 |
Contracts And Agreements (Det57
Contracts And Agreements (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 25, 2014 | Sep. 30, 2013 | Jul. 31, 2012 | Jul. 31, 2010 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Agreements [Line Items] | ||||||||||
Contract awarded | $ 239,539 | $ 94,900 | ||||||||
Revenue from grants | $ 136,616 | $ 62,440 | $ 376,156 | $ 157,340 | $ 304,175 | $ 366,368 | ||||
Grant Four [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Revenue from grants | 271,820 | 62,492 | ||||||||
Phase Two Study [Member] | Grant Four [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Contract awarded | $ 15 | |||||||||
Phase Two Study [Member] | Grant One [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Contract awarded | $ 1,829,000 | |||||||||
Revenue from grants | 201,355 | |||||||||
Phase One And Two Study [Member] | Grant Four [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Contract awarded | $ 1,749,000 | |||||||||
Phase One Study [Member] | Grant Four [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Contract awarded | $ 250,000 | |||||||||
Phase One Study [Member] | Grant Two [Member] | ||||||||||
Agreements [Line Items] | ||||||||||
Revenue from grants | $ 32,355 | $ 102,521 | ||||||||
Extension period on project | 1 year |
Commitments & Contingencies (De
Commitments & Contingencies (Detail) | Dec. 31, 2014USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 77,117 |
Total | $ 77,117 |
Commitments and Contingencies59
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | |||
Contingent lease termination fee | $ 590,504 | $ 590,504 | |
Lease amendment date | Aug. 1, 2010 | ||
Lease expiration date | Jul. 31, 2015 | ||
Refundable security deposit | $ 11,017 | ||
Rent expense | 115,118 | $ 138,783 | |
Severance and benefits costs to be paid | 6,000 | ||
Lease contingency threshold | If the Company receives $15 million or more in additional financing in the aggregate | ||
Porter Drive [Member] | |||
Operating Leased Assets [Line Items] | |||
Contingent lease termination fee | 590,504 | ||
Additional financing amount | $ 15 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Detail 1)
Income Taxes (Detail 1) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 9,478,000 | $ 4,932,000 |
Tax credits | 4,128,000 | 90,000 |
Accrued expenses and other | 225,000 | 35,500 |
Total deferred tax assets | 13,831,000 | 5,057,500 |
Less valuation allowance | (13,831,000) | (5,057,500) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Detail 2)
Income Taxes (Detail 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at 34% | $ (2,692,100) | $ (1,375,300) |
State tax provision, net of federal tax benefit | (462,800) | (227,400) |
Change in valuation allowance | 3,146,000 | 1,542,600 |
Other | 8,900 | 60,100 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Allowances against the net deferred tax assets | $ 13,831,000 | $ 5,057,500 |
Net operating loss carryforwards | 9,478,000 | 4,932,000 |
Total deferred tax assets | $ 13,831,000 | $ 5,057,500 |
U.S federal and state net operating losses expiration | 2028 to 2034 | |
Ownership change description | In general, an "ownership change" results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. | |
Tax benefit measured and recognized at the largest amount | Greater than 50 percent | |
Mab Vax [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 1,672,000 | |
Research and development credit carryforwards | 3,903,000 | |
Other deferred tax asset | 53,000 | |
Total deferred tax assets | 5,628,000 | |
Domestic Tax Authority [Member] | ||
Income Taxes [Line Items] | ||
Research and development credit carryforwards | 194,000 | |
Operating loss carryforwards | $ 23,909,000 | |
Research credit carryforward expiration period | 2030 through 2034 | |
State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Research and development credit carryforwards | $ 5,960,000 | |
Operating loss carryforwards | $ 23,773,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series D Preferred Stock [Member] - shares | Jul. 07, 2015 | Jul. 16, 2015 |
Preferred stock conversion | 1,656 | 5,000 |
Common stock issued upon preferred conversion | 165,600 | 500,000 |