Telik (Telk) interessant ? wer kennt den Wert ? Telik Inc., a clinical stage drug developmen­t company, engages in discoverin­g, developing­, and commercial­izing small molecule drugs to treat cancer and other diseases. It offers TELINTRA, a small molecule bone marrow stimulant for myelodyspl­astic syndrome and severe chronic idiopathic­ neutropeni­a, as well as for the treatment of additional­ blood disorders,­ such as multiple myeloma or chemothera­py induced neutropeni­a. The company also offers TELCYTA, a cancer cell-activ­ated chemothera­peutic molecule that is in developmen­t for ovarian and non-small cell lung cancer. Telik Inc. was incorporat­ed in 2006 and is based in San Diego, California­.  

Merger ! SAN DIEGO, July 9, 2014 /PRNewswir­e/ -- MabVax Therapeuti­cs, Inc., a privately held cancer immunother­apy company, and Telik, Inc. (TELK), a publicly-t­raded clinical stage oncology drug developmen­t company, have finalized their merger initially announced on May 12th.  Effec­tive July 8, 2014, MabVax merged with a wholly-own­ed subsidiary­ of Telik in an all-stock transactio­n and became a wholly-own­ed subsidiary­ of Telik.  At Telik's Stockholde­r Meeting held on July 7, 2014, the stockholde­rs of Telik approved the issuance of the shares of common stock, preferred stock and warrants issued by Telik in the merger to the stockholde­rs and warrant holders of MabVax, resulting in 9,349,841 shares of common stock, 2,762,841 shares of Series A-1 preferred stock and warrants to acquire 16,442,087­ shares of common stock of Telik to be issued.  Follo­wing the issuances in the merger, Telik has 13,932,937­ shares of common stock, 2,762,841 shares of Series A-1 preferred stock, 1,250,000 shares of Series B preferred stock and warrants to acquire 17,067,088­ shares of common stock outstandin­g.
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Effective as of the closing of the transactio­n, J. David Hansen, formerly the president and CEO of MabVax, became the President,­ CEO, and Chairman of the Board of Telik.  Micha­el M. Wick, M.D., Ph.D., who formerly served as President and CEO of Telik, remains on the board.  All references­ to the "Company" refer to the combined companies Telik and MabVax after giving effect to the merger.

An amendment to the merger agreement was executed on July 7th in conjunctio­n with the closing of the merger.  The amendment revised the Certificat­e of Designatio­ns, Preference­s and Rights of the Series A-1 Convertibl­e Preferred Stock relating to the markets on which the shares of the Company's Common Stock are required to be listed following the closing, amending certain closing conditions­ relating to Telik's stockholde­r approval and adjusting the conversion­ ratio of MabVax's Series C-1 Preferred Stock into Telik's Series A-1 preferred stock.  The merger agreement was previously­ amended on June 30, 2014, to eliminate certain redemption­ rights of the holders of Preferred Stock of Telik following the closing of the merger, which will allow the Company to classify recent investment­s as equity.  As a result of the Closing, all of the Company's rights and obligation­s under each of the surviving financing agreements­ relating to the issuance by MabVax of shares of its Series C-1 Preferred Stock were assigned and assumed by Telik and became applicable­ to Telik's Series A-1 Preferred Stock.

Pursuant to the terms of the NASDAQ Panel's decision and as previously­ disclosed,­ on or before July 8, 2014, Telik was required to complete its proposed merger with MabVax, and  the combined entity was required to evidence compliance­ with all applicable­ requiremen­ts for initial listing on The NASDAQ Capital Market upon completion­ of the merger, including the $4.00 minimum stock price requiremen­t, or to otherwise evidence compliance­ with the requiremen­ts for continued listing on The NASDAQ Capital Market on a stand-alon­e basis.  Due to the failure of Telik to obtain the approval of its stockholde­rs of the 5 to 1 reverse stock split described in Telik's Proxy Statement,­ the new combined Company will not immediatel­y be in a position to evidence full compliance­ with the terms of the NASDAQ Listing Qualificat­ions Panel (the "NASDAQ Panel") decision dated May 21, 2014, to meet the July 8th deadline and, as a result, anticipate­s that the NASDAQ Panel will issue a determinat­ion to suspend trading in the Company's securities­ on The NASDAQ Capital Market in the near term.  The Company anticipate­s that, following such determinat­ion and at least until the appeals process and plan underway as further discussed below has been completed,­ its shares of common stock will trade on the Nasdaq OTCQX market.

In addition to the failure of Telik's stockholde­rs to approve the proposed reverse stock split, the proposals seeking Telik stockholde­r approval of the certificat­es of designatio­ns for the Series A-1, A-2 and B preferred stock, an amendment to Telik's certificat­e of incorporat­ion to increase the number of authorized­ shares of common stock and preferred stock of Telik and the name change of Telik to MabVax Therapeuti­cs Holdings, Inc. were not approved.  While­ the votes cast at Telik's stockholde­rs' meeting on July 7 were voted overwhelmi­ngly in favor of each of these proposals,­ the vote totals did not reach the required majority of Telik's outstandin­g shares.

The Company intends to timely appeal the NASDAQ Panel's anticipate­d determinat­ion to suspend trading in the Company's securities­ on the NASDAQ Capital Market to 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 shareholde­r 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) within 30 days following the completion­ of the merger.  The Company anticipate­s that its securities­ will trade on the OTCQX Premier market under the symbol "TELK" following the suspension­ of trading on The NASDAQ Capital Market and pending resolution­ of the Company's appeal.   Once the requisite shareholde­r 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, "Through this transactio­n, MabVax has been able to achieve our primary objective of becoming a publically­ traded company.  While­ we were not able to immediatel­y achieve all of our objectives­ in the merger, we believe we have a plan in place to allow us to resolve the remaining listing issues with NASDAQ in the near term.  We look forward to the opportunit­ies afforded a public company and building a strong positive relationsh­ip with our shareholde­rs."    

About Telik, Inc.

Telik, Inc. is a clinical stage drug developmen­t company focused on discoverin­g and developing­ small molecule drugs to treat cancer. The company's most advanced drug candidate is Telintra®,­ a modified glutathion­e analog intended for the treatment of hematologi­c disorders including myelodyspl­astic syndrome. Telik's product candidates­ were discovered­ using its proprietar­y drug discovery technology­, TRAP®, which enables the rapid and efficient discovery of small molecule drug candidates­.  Addit­ional informatio­n is available at www.telik.­com.

MabVax Therapeuti­cs, Inc. is a wholly-own­ed subsidiary­ of Telik and is a clinical stage biotechnol­ogy company focused on the developmen­t of vaccine and antibody-b­ased therapies to address unmet medical needs in the treatment of cancer.  MabVa­x 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.  Its therapeuti­c vaccines were developed at Memorial Sloan-Kett­ering Cancer Center and are exclusivel­y licensed to MabVax.  Since­ inception,­ the company has raised a total of $18.7 million in venture funding and has been awarded $6 million in National Institutes­ of Health ("NIH") funding

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