TAPIMMUNE INC. (NASDAQ:TPIV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2017, the Board of Directors of TapImmune Inc. (the “Company”) approved the 2017 bonus program for Dr. Glynn Wilson, our Chief Executive Officer and President, and Mr. Michael J. Loiacono, our Chief Financial Officer, Treasurer and Secretary, as recommended by the Compensation Committee of the Board of Directors. Under such bonus program, Dr. Wilson and Mr.Loiacono are eligible for bonuses of up to $140,000 and $60,000, respectively, equaling up to 50% and 30%, of their respective base salaries (each a “Bonus Target”).

The bonuses payable to Dr.Wilson are to be based upon the achievement of the following objectives:

(i) up to 40% of the Bonus Target for meeting scientific, technical and clinical objectives;

(ii) up to 20% of the Bonus Target for financial performance and corporate objectives related to our raising capital; and

(iii) up to 40% of the Bonus Target designated to be discretionary as determined by the Board.

The bonuses payable to Mr.Loiacono are to be based upon the achievement of the following objectives:

(i) up to 33.3% of the Bonus Target for meeting corporate and operational objectives;

(ii) up to 33.3% of the Bonus Target for financial performance objectives including related to our raising capital; and

(iii) up to 33.3% of the Bonus Target designated to be discretionary as determined by the Board.

The bonuses will be paid in a combination of cash and common stock at the discretion of the Compensation Committee.

On July 7, 2017, the Board of Directors of the Company adopted and approved an amendment to the Company’s Amended and Restated Bylaws relating to voting by stockholders to make the Bylaws consistent with Nevada’s default statute. Section 3.10 of the Company’s Amended and Restated Bylaws was amended to read as follows in its entirety:

Section 3.10 Manner of Acting. If a quorum is present, unless the laws of the State of Nevada, the Articles of Incorporation or these Bylaws provide for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series. If a quorum is present, directors shall be elected by a plurality of the votes cast on the election.

(d) Exhibits.

TAPIMMUNE INC. Exhibit
EX-3.1 2 v470649_ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1     AMENDMENT TO AMENDED AND RESTATED BYLAWS OF TAPIMMUNE INC.   Adopted July 7,…
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About TAPIMMUNE INC. (NASDAQ:TPIV)

TapImmune Inc. is an immuno-oncology company. The Company specializes in the development of peptide and gene-based immunotherapeutics and vaccines for the treatment of cancer. The Company is engaged in developing vaccines that target candidate breast cancers, colorectal cancers, ovarian cancers and non-small cell lung cancers. The Company combines a set of licensed technologies, including peptide antigen technologies and deoxyribonucleic acid (DNA) expression technologies that improve the ability of the cellular immune system to recognize and destroy diseased cells. The Company’s core technology platforms include TPIV 100/110, a vaccine for the treatment of Human Epidermal Growth Factor receptor 2 (HER2)/neu+ breast cancer that over-expresses HER2/neu; TPIV 200, a vaccine for treating breast and ovarian cancers that over-express Folate Receptor Alpha, and DNA expression vaccine technology (Polystart) for further treating various cancers or infectious disease.