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Telik Announces Plans For Special Meeting Of Stockholders And Transition To MabVax Therapeutics Holdings, Inc.

Stocks in this article: TELKTELK

SAN DIEGO, Aug. 4, 2014 /PRNewswire/ -- As previously announced, MabVax Therapeutics, Inc., a privately held cancer immunotherapy company, and Telik, Inc. (OTCQB: TELK), aclinical stage oncology drug development company, completed a merger transaction pursuant to which MabVax became a wholly owned subsidiary of Telik effective as of July 8, 2014, following Telik stockholder approval at Telik's annual meeting of stockholders, held on July 7, 2014.   Following the merger, MabVax appointed and introduced a new management team and board of directors of Telik, which became effective on July 8, 2014.  Management also filed a definitive proxy statement and set August 20, 2014, as a date for a special meeting of Stockholders to obtain approval for three proposals that failed to obtain the required number of votes for approval at Telik's annual meeting of stockholders.  These three proposals require the approval of a majority of the shares of common stock and preferred stock of Telik, on an as-converted basis, at the special meeting, and, if such approval is obtained, would change Telik's name to MabVax Therapeutics Holdings, Inc., effect a 5 to 1 reverse stock split to meet NASDAQ initial listing requirements, and result in an increase in the number of authorized shares of common stock and preferred stock.

While over 90% the votes cast at Telik's stockholders' meeting on July 7 were in favor of each of the three proposals, the vote totals did not constitute a majority of Telik's outstanding shares, as required for approval of such items under Delaware law.  As set forth in the definitive proxy filed in connection with the August 20, 2014 special meeting, Management has recommended approval of all three proposals. 

Due to the failure of Telik to obtain sufficient votes for stockholder approval of the 5 to 1 reverse stock split described in Telik's earlier Proxy Statement, the newly combined company did not immediately evidence full compliance with the terms of the NASDAQ Listing Qualifications Panel (the "NASDAQ Panel") and, as a result, its shares of common stock are currently trading on the Nasdaq OTCQB market.  The new management filed a timely appeal with the NASDAQ Listing and Hearing Review Council (the "NASDAQ Listing Council") to seek additional time to obtain the necessary votes to approve the reverse stock split and for the combined entity to evidence compliance with all applicable requirements for initial listing on The NASDAQ Capital Market, including the $4.00 minimum stock price requirement.  The Company believes that it will be able to obtain the requisite stockholder vote for a reverse stock split (as well as a name change to MabVax Therapeutics Holdings, Inc. and an increase in its authorized shares of common stock and preferred stock) at the August 20 th stockholder's meeting.  Once the requisite stockholder vote for the name change of Telik is obtained, the Company will trade under a new symbol denoting its new name, MabVax Therapeutics Holdings, Inc.

David Hansen, President and CEO of the Company, said, "We believe with proper solicitation of votes from our expanded stockholder base, we should be able receive approval for the outstanding proposals at the upcoming meeting and thus achieve all of our objectives in the merger with Telik. We also believe that the appeal we have filed with the NASDAQ Listing Council and the plan we have put in place for obtaining stockholder approvals should help to resolve the remaining listing issues with NASDAQ in the near term." 

"We know our Telik and former MabVax stockholders will benefit from the actions we are taking here in the short term to address these outstanding issues," continued Hansen. "We look forward to the opportunity to accelerate the advancement of MabVax's development pipeline with recent capital infusions made by our investors, and the benefits of better access to the public market and improved liquidity for all of our stockholders, by seeking continuation of our listing on the NASDAQ Capital Market."    

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