UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~October 616, 2018

MABVAX THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37861		93-0987903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11535 Sorrento Valley Rd., Suite 400

San Diego, CA 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 259-9405

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 6, 2018, MabVax Therapeutics Holdings, Inc. (the “Company”) entered into and closed an Asset Purchase and License Agreement (the “Agreement”) with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”).

Pursuant to the terms of the Agreement, Boehringer Ingelheim acquired all rights to the Company’s program targeting a glycan commonly overexpressed on multiple solid tumor cancers. Subject to the terms of the Agreement, the Company will receive an upfront payment of $4,000,000 plus near-term milestones, downstream regulatory milestones and further earn-out payments for a total of $11,000,000. The Agreement also contains provisions regarding payment terms, confidentiality and indemnification, as well as other customary provisions.

ITEM 7.01

REGULATION FD DISCLOSURE.

On ~~July~~October 916, 2018, the Company issued a press release ~~announcing~~on ~~the~~its ~~signing~~audited offinancial ~~the~~statements ~~Agreement~~being ~~with Boehringer Ingelheim~~reinstated.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The exhibit listed in the following Exhibit Index is furnished with this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Press Release Dated ~~July~~October 916, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MABVAX THERAPEUTICS HOLDINGS, INC.

Dated: July 9, 2018

/s/ J. David Hansen

Dated: October 16, 2018

/s/ J. David Hansen

J. David Hansen

President and Chief Executive Officer

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