UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 21, 2017
Date of Report
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-37939 | 45-4497941 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
50 N. Laura Street, Suite 2500 Jacksonville, FL | 32202 | |
| (Address of principal executive offices) | (Zip Code) |
(904) 516-5436
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
Pursuant 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 investor’s 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. Pursuant 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
Pursuant to an Agency Agreement, dated May 12, 2017, by and between the Company andKatalyst Securities LLC (“Katalyst”)(the “Agency Agreement”), Katalyst agreed to act as the Company’s placement agent in connection with the Offering.
Pursuant 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) anon-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.
| (d) | Exhibits. |
| Exhibit Number | Description of Exhibits | |
| 4.1 | Form of PIPE Warrant | |
| 4.2 | Form of Katalyst Warrant | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Registration Rights Agreement | |
| 10.3 | Form of Warrant Exercise Agreement | |
| 10.4 | Agency Agreement | |
| 99.1 | Press Release dated June 22, 2017 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TAPIMMUNE INC. | |||
| Date: June 22, 2017 | By: | /s/ Glynn Wilson | |
| Name: | Glynn Wilson | ||
| Title: | Chief Executive Officer | ||