Filing Details
- Accession Number:
- 0001654954-17-001175
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-17 15:10:54
- Filed By:
- Honig Barry C
- Company:
- Mabvax Therapeutics Holdings Inc. (OTCMKTS:MBVX)
- Filing Date:
- 2017-02-17
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Barry Honig | 247,037 | 144,611 | 247,037 | 144,611 | 391,648 | 6.22% |
| GRQ Consultants, Inc. Roth 401K FBO Barry Honig | 0 | 61,537 | 0 | 61,537 | 61,537 | .98% |
| GRQ Consultants, Inc. 401K | 0 | 36,000 | 0 | 36,000 | 36,000 | .57% |
| Barry Renee Honig Charitable Foundation Inc | 0 | 47,074 | 0 | 47,074 | 47,074 | .75% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(b)
MABVAX THERAPEUTICS HOLDINGS, INC.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
55414P 504
(CUSIP
Number)
December 31, 2016
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ]
Rule 13d-1(b)
[ x]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
| CUSIP
No.
55414P 504 |
| 1 | NAME OF
REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) Barry
Honig |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)
☐ (b)
☐ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States |
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER 247,037
(1) |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 144,611(2) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 247,037
(1) |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 144,611
(2) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 391,648(1)(2) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.22%
(Based on 6,296,110 shares
outstanding as of November 7, 2016) |
| 12 | TYPE OF
REPORTING PERSON IN |
| | (1) | Represents
247,037 shares of common stock held by Barry Honig. Does not
include 374,730 shares of common stock issuable upon conversion of
the Company’s Series D Convertible Preferred Stock held by
Barry Honig, which contains a 4.99% beneficial ownership
blocker. |
| | (2) | Represents
(i) 61,537 shares of common stock held by GRQ Consultants, Inc.
Roth 401K FBO Barry Honig (“Roth 401K”), for which
Barry Honig is trustee and over which securities he holds voting
and dispositive power, (ii) 36,000 shares of common stock held by
GRQ Consultants, Inc. 401K (“401K”), for which Barry
Honig is trustee and over which securities he holds voting and
dispositive power and (iii) 47,074 shares of common stock held by
Barry & Renee Honig Charitable Foundation (the
“Foundation”), for which Barry Honig is trustee and
over which securities he holds voting and dispositive power. Does
not include (i) 103,950 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock held by Roth 401K or (ii) 145,530 shares of common stock
issuable upon conversion of the Company’s Series F
Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K
FBO Renee Honig (“Renee 401K”), for which Barry
Honig’s spouse, Renee Honig, is trustee and over which
securities she holds voting and dispositive power. The Series F
Convertible Preferred Stock contains a 4.99% beneficial ownership
blocker. Additionally, does not include (i) 207,900 shares of
common stock underlying warrants held by Roth 401K, (ii) 70,166
shares of common stock underlying warrants held by 401K, (iii)
415,800 shares of common stock underlying warrants held by Renee
401K or (iv) 62,370 shares of common stock underlying warrants held
by the Foundation. All of these warrants contain a 4.99% beneficial
ownership blocker. |
| CUSIP
No.
55414P 504 |
| 1 | NAME OF
REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) GRQ
Consultants, Inc. Roth 401K FBO Barry Honig |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) ☐
(b) ☐ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States |
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 61,537(1) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 61,537
(1) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,537
(1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .98%
(Based on 6,296,110 shares outstanding as of November 7,
2016) |
| 12 | TYPE OF
REPORTING PERSON* OO |
| | (1) | Barry
Honig is the trustee of Roth 401K and in such capacity holds voting
and dispositive power over the securities held by Roth 401K. Does
not include (i) 103,950 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock and (ii) 207,900 shares of common stock underlying warrants
held by Roth 401K, which each contain a 4.99% beneficial ownership
blocker. |
| CUSIP
No.
55414P 504 |
| 1 | NAME OF
REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) GRQ
Consultants, Inc. 401K |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) ☐
(b) ☐ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States |
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 36,000(1) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 36,000
(1) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000
(1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .57%
(Based on 6,296,110 shares outstanding as of November 7,
2016) |
| 12 | TYPE OF
REPORTING PERSON* OO |
| | (1) | Barry
Honig is the trustee of 401K and in such capacity holds voting and
dispositive power over the securities held by 401K. Does not
include 70,166 shares of common stock underlying warrants held by
401K, which contain a 4.99% beneficial ownership
blocker. |
| CUSIP
No.
55414P 504 |
| 1 | NAME OF
REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) Barry
& Renee Honig Charitable Foundation Inc. |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) ☐
(b) ☐ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States |
| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 47,074(1) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 47,074(1) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,074
(1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .75%
(Based on 6,296,110 shares outstanding as of November 7,
2016) |
| 12 | TYPE OF
REPORTING PERSON* OO |
| | (1) | Barry
Honig is the trustee of the Foundation and in such capacity holds
voting and dispositive power over the securities held by the
Foundation. Does not include 62,370 shares of common stock
underlying warrants held by the Foundation, which contain a 4.99%
beneficial ownership blocker. |
| Item
1(a). | Name of
Issuer: |
MabVax
Therapeutics Holdings, Inc. (“Issuer”)
| Item
1(b). | Address
of Issuer's Principal Executive Offices: |
11535
Sorrento Valley Road, Suite 400, San Diego, California
92121
| Item
2(a). | Name of
Person Filing. |
The
statement is filed on behalf of Barry Honig, GRQ Consultants, Inc.
Roth 401K FBO Barry Honig, GRQ Consultants, Inc. 401K and Barry
& Renee Honig Charitable Foundation Inc. (collectively, the
“Reporting Persons”).
| Item
2(b). | Address
of Principal Business Office or, if None, Residence. |
555
South Federal Highway #450, Boca Raton, FL 33432
| Item
2(c). | Citizenship. |
Barry
Honig is a citizen of the United States. Roth 401K, 401K and the
Foundation are organized in the State of Florida.
| Item
2(d). | Title
of Class of Securities. |
Common
Stock, par value $0.01.
| Item
2(e). | CUSIP
Number. |
55414P
504
| Item
3. | Type of
Person |
Not
applicable.
| Item
4. | Ownership. |
(a)
Amount beneficially owned: 391,648(1)(2)
(b)
Percent of class: 6.22% (Based on 6,296,110 shares outstanding as of November
7, 2016)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 247,037 (1)
(ii)
Shared power to vote or to direct the
vote: 144,611(2)
(iii)
Sole power to dispose or to direct the disposition of: 247,037
(1)
(iv)
Shared power to dispose or to direct the disposition
of: 144,611(2)
| | (1) | Represents
247,037 shares of common stock held by Barry Honig. Does not
include 374,730 shares of common stock issuable upon conversion of
the Company’s Series D Convertible Preferred Stock held by
Barry Honig, which contains a 4.99% beneficial ownership
blocker. |
| | (2) | Represents
(i) 61,537 shares of common stock held by Roth 401K, (ii) 36,000
shares of common stock held by 401K and (iii) 47,074 shares of
common stock held by the Foundation. Does not include (i) 103,950
shares of common stock issuable upon conversion of the
Company’s Series F Convertible Preferred Stock held by Roth
401K or (ii) 145,530 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock held by Renee 401K. The Series F Convertible Preferred Stock
contains a 4.99% beneficial ownership blocker. Additionally, does
not include (i) 207,900 shares of common stock underlying warrants
held by Roth 401K, (ii) 70,166 shares of common stock underlying
warrants held by 401K, (iii) 415,800 shares of common stock
underlying warrants held by Renee 401K or (iv) 62,370 shares of
common stock underlying warrants held by the Foundation. All of
these warrants contain a 4.99% beneficial ownership
blocker. |
| Item
5. | Ownership
of Five Percent or Less of a Class. |
Not
applicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported by the Parent Holding Company. |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group. |
Not
applicable.
| Item
10. | Certifications. |
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| | | |
| Date:
February 17, 2017 | By: | /s/ Barry
Honig |
| | | Barry
Honig |
| | | |
| | | |
| | | GRQ
Consultants, Inc. Roth 401K FBO Barry Honig |
| Date:
February 17, 2017 | By: | /s/ Barry
Honig |
| | | Barry
Honig, Trustee |
| | | GRQ
Consultants, Inc. 401K |
| Date:
February 17, 2017 | By: | /s/ Barry
Honig |
| | | Barry
Honig, Trustee |
| | | Barry
& Renee Honig Charitable Foundation Inc. |
| Date:
February 17, 2017 | By: | /s/ Barry
Honig |
| | | Barry
Honig, Trustee |