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

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement Transaction

On June 21, 2017, TapImmune Inc. (the Company) entered into
subscription agreements (the Subscription Agreements) with
certain accredited investors relating to a private placement of
units under Rule 506 of Regulation D (the Offering). In the
private placement transaction, the Company has agreed to sell
1,503,491 shares of common stock for $3.97 per share (the
consolidated closing bid price for the common stock on June 21,
2017) and five-year warrants to purchase an equal number of
shares of common stock, at an exercise price of $3.97 per share
(the PIPE Warrants), for $0.125 per PIPE Warrant, with one common
share and one PIPE Warrant being sold together as a unit (a Unit)
for a total of $4.095 per Unit. Under the Subscription
Agreements, in which the Company and investors have made
customary representations to each other, the Company has agreed
to sell, and the investors have agreed to purchase, an aggregate
of 1,503,491 million Units at for aggregate gross proceeds of
approximately $6.16 million. The closing of the transaction is
subject to delivery of funds from the investors and is expected
to occur on June 26, 2017.

to a Registration Rights Agreement to be entered into at the
closing of the Offering, promptly, but no later than 90 calendar
days after the closing of the Offering, the Company is required
to file a registration statement (the Registration Statement)
with the Securities and Exchange Commission (the SEC) registering
for resale (a) the common stock issued in the Offering; (b) the
shares of common stock issuable upon the exercise of the PIPE
Warrants; and (c) the shares of common stock issuable upon the
exercise of the warrants issued to Katalyst Securities LLC, which
acted as placement agent for the Offering (as described below).
The Company is required to use its commercially reasonable
efforts to ensure that the Registration Statement is declared
effective within 90 calendar days after filing with the SEC.

The foregoing is a summary of the terms of the PIPE Warrant,
Subscription Agreement and the Registration Rights Agreement and
does not purport to be complete. The foregoing summary is
qualified in its entirety by reference to the full text of the
PIPE Warrant, Subscription Agreement and the Registration Rights
Agreement, copies of which are filed herewith as Exhibits 4.1,
10.1 and 10.2, respectively, and incorporated herein by
reference.

Warrant Exercises and Repricings

Repricing of Warrants issued in August 2016 Private
Placement

In connection with the Offering, the Company agreed that
investors who purchase Units in the Offering and who also
purchased units in the private placement that closed in August
2016 (which units included warrants to purchase common stock at
$6.00 per share) could have the exercise price for their warrants
issued in that transaction reduced from $6.00 per share to $3.97
per share upon payment to the Company of $0.125 for each share
subject to the investors 2016 warrant. Investors in the Offering
paid such amount with respect to their 2016 warrants to purchase
an aggregate of 265,573 shares of common stock. The warrants to
purchase an aggregate of 387,614 shares of common stock that were
issued to all of the other investors in the 2016 private
placement transaction (those who did not participate in this
Offering) will have the exercise price reduced from $6.00 per
share to $3.97 per share without the payment of any additional
consideration.

Exercise and Repricing of Warrants Held by Existing
Institutional Investors

On June 21, 2017, certain existing institutional shareholders of
the Company who hold various outstanding warrants to purchase
Company common stock, entered into Warrant Exercise Agreements
(the Warrant Exercise Agreements), in which the Company agreed to
reduce the exercise price for a portion of the investors existing
Series E warrants from $15.00 per share to $3.97 per share,
provided that the investors exercise such portion of the warrants
immediately. to the Warrant Exercise Agreements, such warrant
holders agreed to exercise Series E warrants to purchase an
aggregate of 167,926 shares of Company common stock for aggregate
gross proceeds of approximately $666,666, with the exercise price
for 75% of the remainder of the investors Series E warrants to
purchase 186,555 shares of Company common stock being reduced
from $15.00 per share to $4.50 per share. The remaining 25% of
such investors Series E warrants to purchase an aggregate of
62,185 shares of Company common stock will retain their current
exercise price. Additionally, the exercise prices for 75% of such
investors Series C, Series D and Series F warrants will be
reduced to $4.00 per share from their current exercise prices of:
$6.00 per share for Series C warrants (for 313,750 shares out of
a total of 418,333 shares subject to their Series C warrants);
$9.00 per share for Series D warrants (for 312,500 shares out of
a total of 416,666 shares subject to their Series D warrants);
and $7.20 per share for Series F warrants (for 292,500 shares out
of a total of 390,000 shares subject to their Series F warrants).
The remainder of the investors Series C, Series D and Series F
warrants will retain their current exercise prices. Closing of
the Warrant Exercise Agreements is subject to delivery of funds
from the investors and is expected to occur on June 26, 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 form of the Warrant Exercise Agreement, a copy of the
form of which is filed herewith as Exhibit 10.3 and incorporated
herein by reference.

Agency Agreement;Agent Warrants

to an Agency Agreement, dated May 12, 2017, by and between the
Company and Katalyst Securities LLC (Katalyst) (the Agency
Agreement), Katalyst agreed to act as the Companys placement
agent in connection with the Offering.

to the Agency Agreement, the Company agreed to pay to Katalyst:
(i) an aggregate cash fee for placement agent and financial
advisory services equal to 10% of the gross proceeds of the
Offering; (ii) a non-accountable expense allowance in the amount
of Fifty Thousand Dollars ($50,000); and (iii) five-year warrants
to purchase a number of shares of common stock of the Company
equal to 10% of the number of shares sold in the Offering (the
Katalyst Warrants). The Katalyst Warrants have the same terms as
the PIPE Warrants issued in the Offering.

The foregoing descriptions of the Agency Agreement and the
Katalyst Warrants are only summaries of their material terms and
do not purport to be complete. Copies of the Agency Agreement and
Katalyst Warrant are attached hereto as Exhibits 4.2 and 10.4,
respectively, and are incorporated herein by reference.

Use of Proceeds

The Company intends to use the net proceeds for general corporate
purposes, including clinical trial expenses and research and
development expenses.

Item 3.02. Unregistered Sale of Equity
Securities.

The information provided in Item 1.01 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 in the Offering 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.

TAPIMMUNE INC Exhibit
EX-4.1 2 v469341_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,…
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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.