TAPIMMUNE INC. (NASDAQ:TPIV) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities.

Private Placement Transaction

On June 26, 2017, TapImmune Inc. (the Company) closed on the
previously announced sale of 1,503,567 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. The
sales were made to subscription agreements (the Subscription
Agreements) with certain accredited investors in a private
placement of the Units under Rule 506 of Regulation D (the
Offering). Aggregate gross proceeds were approximately $6.16
million.

to a Registration Rights Agreement entered into in connection
with 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 have been filed as exhibits to the
Current Report on Form 8-K filed with the SEC on June 22, 2017
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 reduced the
exercise price for the warrants to purchase an aggregate of
653,187 shares of common stock issued to investors in the private
placement that closed in August 2016 from $6.00 per share to
$3.97 per share. Investors in the current private placement
transaction also paid the Company $0.125 for each share subject
to such investors 2016 warrant.

Exercise and Repricing of Warrants Held by Existing
Institutional Investors

On June 23, 2017, certain existing institutional shareholders of
the Company who hold various outstanding warrants to purchase
Company common stock exercised a portion of their Series E
warrants to the previously announced 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 exercised Series E warrants to purchase an aggregate of
167,926 shares of Company common stock for aggregate gross
proceeds of approximately $666,666. The exercise price for 75% of
the remainder of the investors Series E warrants to purchase
186,555 shares of Company common stock were 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 retain their current exercise price.
Additionally, the exercise prices for 75% of such investors
Series C, Series D and Series F warrants were 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 retain
their current exercise prices.

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 was filed as an exhibit to the Current Report on
Form 8-K filed with the SEC on June 22, 2017 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), as amended by
that amendment dated June 22, 2017 to increase the amount of the
non-accountable expense allowance payable to Katalyst from
$50,000 to $70,000 (as amended, the Agency Agreement), Katalyst
acted as the Companys placement agent in connection with the
Offering.

to the Agency Agreement, at the closing of the private placement
transaction the Company paid 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 Seventy Thousand Dollars
($70,000); 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 have been filed as exhibits to the Current
Report on Form 8-K filed with the SEC on June 22, 2017 and are
incorporated herein by reference.

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-10.1 2 v469703_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   FIRST AMENDMENT This First Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 22nd day of June 2017,…
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.

TAPIMMUNE INC. (NASDAQ:TPIV) Recent Trading Information

TAPIMMUNE INC. (NASDAQ:TPIV) closed its last trading session down -0.07 at 3.93 with 43,347 shares trading hands.