TAPIMMUNE INC. (NASDAQ:TPIV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Common Stock Purchase Agreement

On May 18, 2018, TapImmune Inc. (the “Company”) closed on the previously announced sale of 1,300,000 shares of common stock for $2.40 per share to a Common Stock Purchase Agreement with an existing accredited investor in a private placement under Rule 506 of Regulation D to the terms of a Common Stock Purchase Agreement (the “Purchase Agreement”). Aggregate gross proceeds were approximately $3.1 million.

The foregoing summary is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which have been filed as an exhibit to the Form 10-Q filed with the SEC on May 15, 2018 and incorporated herein by reference.

Exercise of Warrants Held by Existing Institutional Investors

Also on May 18, 2018, TapImmune and certain existing institutional investors, who are holders of various warrants to purchase shares of Company common stock, closed on the previously announced Warrant Exercise Agreements (collectively the “Warrant Exercise Agreements”) in which the Company agreed to reduce the exercise price for a portion of the investors’ previously purchased Series C, Series D, Series E and Series F warrants from $6.00, $9.00, $15.00 and $7.20, respectively per share to $2.50 per share, provided that the investors exercise such warrants for cash immediately, which they did, for 782,506 shares and aggregate proceeds of approximately $2.0 million. The shares of common stock underlying the exercised warrants are registered for resale under the Form S-3 Registration Statement (File no. 333-220538) declared effective by the SEC on December 29, 2017.

The foregoing is a summary of the terms the Warrant Exercise Agreements and does not purport to be complete. The foregoing summary is qualified in its entirety by reference to the full text of the Warrant Exercise Agreements, copies of which were filed as exhibits to the Form 10-Q filed with the SEC on May 15, 2018 and incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information provided in Item 1.01 under the caption Common Stock Purchase Agreement and Exercise of Warrants Held by Existing Institutional Investors is incorporated by reference into this Item 3.02.

The securities were sold in reliance upon exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) and Rule 506 promulgated thereunder.In determining that the issuance of the securities qualified for an exemption under Section 4(a)(2) and Rule 506, the Company relied on the following facts: (i) all of the purchasers were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) the Company did not use any form of general solicitation or advertising to offer the Units; and (iii) the investment intent of the purchasers.

Item 9.01 Financial Statements and Exhibits.

* Incorporated by reference to Form 10-Q filed on May 15, 2018.

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.