Following an internal review regarding an investigation by the Securities and Exchange Commission, MabVax Therapeutics Holdings Inc.'s board decided on May 20 that the company's financial statements in Forms 10-K and 10-Q from 2014 to 2017, and registration statements filed from 2014 to date should not be relied upon.
The board's decision regarding the reliance of the financial and registration statements is with respect to the number of shares of common stock outstanding, and the weighted average number of shares used in calculating earnings per share and related per-share figures.
Subsequently, on May 20, the company's auditors withdrew their audit reports included in the company's Form 10-K for 2014 to 2017.
The San Diego-based biopharmaceutical company on Jan. 30 received a notice from the SEC of an investigation into potential violations by the company's officers and directors and potential violations by certain preferred stockholders of the reporting and disclosure requirements of the Securities and Exchange Act.
MabVax said it believes the investigation is regarding its relationships with the preferred stockholders, the circumstances under which those stockholders invested in the company and whether they have acted as an undisclosed group in connection with their investment, and the manner with or in which those stockholders may have sought to control or influence the company and its leadership since their respective investments.
The company believes the investigation might also be related to its prior disclosures regarding the control of the company and beneficial ownership of common and preferred stock included in registration statements filed in 2017 and 2018 and in Exchange Act reports.
MabVax said it has cooperated with the SEC, and the board has formed a special committee to investigate the matters believed to be under investigation. It added that the SEC investigation and its own review of the matters under investigation have raised questions about the accuracy of the reports by the stockholders on Schedules 13D and 13G.
The company said if its common shares were issued in violation of its organizational documents, then the number of outstanding common shares and calculations such as loss per share reported in its financial and registration statements and the Exchange Act reports filed after Jan. 1, 2014, may be inaccurate.
In addition, MabVax added that it has notified the Nasdaq Stock Market that it will be unable to file its quarterly report on Form 10-Q for the quarter ended March 31.