TAPIMMUNE INC. (NASDAQ:TPIV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On June 8, 2018, TapImmune Inc. (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) for a private placement (the “Private Placement”) with a select group of institutional and accredited investors (the “Purchasers”). to the Securities Purchase Agreements, the Purchasers have agreed to purchase 17,500,000 shares of the Company’s common stock, par value $0.001, at $4.00 per share, for gross offering proceeds of $70 million. Each share of common stock will be issued with a warrant to purchase 0.75 additional shares of the Company’s common stock at an exercise price of $5.00 per share (each a “Warrant” and collectively the “Warrants”) for an aggregate of 13,125,000 Warrants. In accordance with NASDAQ Stock Market Rule 5635, the completion of the issuance and sale of the common stock and Warrants to the Securities Purchase Agreements is subject to the approval of the Private Placement by the Company’s shareholders.
The Warrants will be immediately exercisable upon issuance at closing and will have a term of five years. Subject to obtaining shareholder approval of the Private Placement, the issuance and sale of the common stock and Warrants to the Securities Purchase Agreements is expected to close concurrently with the Company’s merger with Marker Therapeutics, Inc. that was previously announced on May 15, 2018. In addition, the Company granted the Purchasers certain registration rights with respect to the shares of common stock and the shares of common stock to be received to the exercise of the Warrants. A form of the Securities Purchase Agreements and forms of Warrants to be issued and sold to the Purchasers in the Private Placement are filed herewith as Exhibits 10.1, 4.1 and 4.2, and are incorporated herein by reference, and the above description of the material terms of the Securities Purchase Agreements and Warrants are qualified in their entirety by reference to these exhibits. A copy of the Company’s press release announcing the Private Placement is filed herewith as Exhibit 99.1.
Neither the shares of common stock nor the additional shares of common stock to be issued to the exercise of the warrants have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements.
Piper Jaffray & Co. acted as sole lead placement agent and Nomura Securities International, Inc. acted as co-placement agent in connection with the Private Placement, and the Company agreed to pay customary placement fees and reimburse certain expenses of the placement agents.
Item 3.02. Unregistered Sale of Equity Securities.
The information provided in Item 1.01 above is incorporated by reference into this Item 3.02.
The securities are being offered and will be sold in reliance upon exemption from registration provided by Section 4(a)(2) of the Securities Act.In determining that the offer and sale of the securities will qualify for an exemption under Section 4(a)(2), 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 common stock or Warrants; and (iii) the investment intent of the Purchasers.
Item 9.01 Financial Statements and Exhibits.
TAPIMMUNE INC. ExhibitEX-4.1 2 tv496182_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 INVESTOR WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.