AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS | NOTE 1A: AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS The Company’s previously issued consolidated financial statements for the three and six months ended June 30, 2015 have been restated related to the Company’s accounting for share purchase warrants issued as part of two registered transactions in January 2015 and March 2015. Previously, the fair value of certain series of the share purchase warrants (Series B, B-1, C, C-1, D, D-1, E and E-1) was concluded by management to be classified within stockholders’ equity (deficit). The Company has reviewed the terms and conditions underlying its outstanding share purchase warrants and determined that the accounting for certain series of the warrants should be amended. Management reviewed ASC 480-10 Distinguishing liabilities from equity Contracts in an Entity’s Own Equity The Company has restated its accounting for certain series of the share purchase warrants and recorded the fair value of the warrants under “Derivative liability- warrants” on its balance sheet with changes in the fair value over time reflected in the statements of operations as “Changes in fair value of derivative liabilities”. As a result of these adjustments, net loss for the three and six months ended June 30, 2015 was increased by $41,771,000 and $41,490,000, respectively. The Company has reported an amended net loss of $60,216,000 versus the previously reported net loss of approximately $18,446,000 for the three months ended June 30, 2015 and an amended net loss of $60,917,000 versus the previously reported net loss of approximately $19,427,000 for the six months ended June 30, 2015. The following table summarizes the effect of the restatement on the consolidated statement of operations for the three and six months ended June 30, 2015: TAPIMMUNE INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2015 (Unaudited) As Adjustments As Restated ASSETS Current Assets Cash 3,105,320 — 3,105,320 Prepaid expenses and deposits 142,590 — 142,590 3,247,910 — 3,247,910 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued liabilities 842,682 — 842,682 Research agreement obligations 492,365 — 492,365 Derivative liability – warrants 11,673,347 58,288,653 69,962,000 Promissory notes 52,942 — 52,942 13,061,336 58,288,653 71,349,989 COMMITMENTS AND CONTINGENCIES Stockholders’ Equity (Deficit) Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized: Series A, $0.001 par value, 1,250,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Series B, $0.001 par value, 1,500,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Common stock, $0.001 par value, 500,000,000 shares authorized 32,638,811 shares issued and outstanding (2014 – 20,318,815) 38,039 — 38,039 Additional paid-in capital 95,885,631 (3,666,694 ) 92,218,937 Accumulated deficit (105,737,096 ) (54,621,959 ) (160,359,055 ) (9,813,426 ) (58,288,653 ) (68,102,079 ) 3,247,910 — 3,247,910 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended June 30, 2015 As Previously Adjustments As Restated Operating expenses: General and administrative 936,887 — 936,887 Research and development 201,157 — 201,157 Loss from Operations (1,138,044 ) — (1,138,044 ) Other Income (Expense) Changes in fair value of derivative liabilities (9,052,372 ) (50,026,653 ) (59,079,025 ) Foreign exchange 775 — 775 Inducement expense (8,256,000 ) 8,256,000 - Net Loss for the Period (18,445,641 ) (41,770,653 ) (60,216,294 ) Other comprehensive income Foreign exchange translation adjustment — — — TOTAL COMPREHENSIVE LOSS (18,445,641 ) (41,770,653 ) (60,216,294 ) Basic and Diluted Net Loss per Share (0.55 ) (1.25 ) (1.80 ) Weighted Average Number of Common Shares Outstanding 33,525,656 33,525,656 33,525,656 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Six Months Ended June 30, 2015 As Previously Adjustments As Restated Operating expenses: General and administrative 1,355,673 — 1,355,673 Research and development 810,535 — 810,535 Loss from Operations (2,166,208 ) — (2,166,208 ) Other Income (Expense) Changes in fair value of derivative liabilities (9,005,932 ) (49,745,653 ) (58,751,585 ) Foreign exchange 775 — 775 Inducement expense (8,256,000 ) 8,256,000 — Net Loss for the Period (19,427,365 ) (41,489,653 ) (60,917,018 ) Other comprehensive income Foreign exchange translation adjustment — — — TOTAL COMPREHENSIVE LOSS (19,427,365 ) (41,489,653 ) (60,917,018 ) Basic and Diluted Net Loss per Share (0.64 ) (1.36 ) (1.99 ) Weighted Average Number of Common Shares Outstanding 30,584,794 30,584,794 30,584,794 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2015 As Previously Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (19,427,365 ) (41,489,653 ) (60,917,018 ) Adjustments to reconcile net loss to net cash from operating activities: Changes in fair value of derivative liabilities 9,005,932 49,745,653 58,751,585 Inducement expense 8,256,000 (8,256,000 ) — Non-cash interest and finance charges — — — Stock based compensation 248,561 — 248,561 Changes in operating assets and liabilities: Prepaid expenses (60,086 ) — (60,086 ) Accounts payable and accrued liabilities 149,320 — 149,320 NET CASH USED IN OPERATING ACTIVITIES (1,827,638 ) — (1,827,638 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of shares, net of issuance costs of $173,000 2,291,014 35,000 2,326,014 Proceeds from exercise of warrants 2,500,000 2,500,000 Finders’ fee on exercise of warrants — (35,000 ) (35,000 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 4,791,014 — 4,791,014 INCREASE IN CASH 2,963,376 — 2,963,376 CASH, BEGINNING OF PERIOD 141,944 — 141,944 CASH, END OF PERIOD 3,105,320 — 3,105,320 |