Marker Therapeutics (MRKR) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 13, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Trading Symbol	TPIV
Entity Registrant Name	TAPIMMUNE INC.
Entity Central Index Key	1,094,038
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		71,030,763

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 5,721,801	$ 6,576,564
Prepaid expenses and deposits	37,632	68,803
Total Current Assets	5,759,433	6,645,367
Current Liabilities
Accounts payable and accrued liabilities	1,454,913	967,358
Research agreement obligations	492,365	492,365
Derivative liability - warrants	29,489,000	26,493,000
Promissory notes	5,000	30,000
Promissory note, related party	23,000	23,000
Total Current Liabilities	$ 31,464,278	$ 28,005,723
COMMITMENTS AND CONTINGENCIES
Stockholders' Equity (Deficit)
Convertible preferred stock, $0.001 par value - 5,000,000 shares authorized
Common stock, $0.001 par value, 500,000,000 shares authorized 70,990,763 shares issued and outstanding (2015 - 70,550,763)	$ 70,991	$ 70,551
Additional paid-in capital	112,482,330	112,077,520
Accumulated deficit	(138,258,166)	(133,508,427)
Total Stockholders' Deficit	(25,704,845)	(21,360,356)
Total liabilities and stockholder's deficit	$ 5,759,433	$ 6,645,367
Series A Preferred Stock [Member]
Stockholders' Equity (Deficit)
Convertible preferred stock, $0.001 par value - 5,000,000 shares authorized
Series B Preferred Stock [Member]
Stockholders' Equity (Deficit)
Convertible preferred stock, $0.001 par value - 5,000,000 shares authorized

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized/designated	5,000,000	5,000,000
Common stock shares par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	70,990,763	70,550,763
Common stock shares outstanding	70,990,763	70,550,763
Series A Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized/designated	1,250,000	1,250,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized/designated	1,500,000	1,500,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating expenses:
Research and development	$ 985,751	$ 609,378
General and administrative	767,988	418,786
Loss from Operations	(1,753,739)	(1,028,164)
Other Income (Expense)
Changes in fair value of derivative liabilities	(2,996,000)	327,440
Net Loss	$ (4,749,739)	$ (700,724)
Basic and Diluted Net Loss per Share	$ (0.07)	$ (0.03)
Weighted Average Number of Common Shares Outstanding	70,593,236	27,611,255

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Beginning Balance, Amount at Dec. 31, 2015	$ (21,360,356)	$ 70,551	$ 112,077,520	$ (133,508,427)
Beginning Balance, Share at Dec. 31, 2015		70,550,763
Stock- based compensation, Amount	405,250	$ 440	404,810
Stock- based compensation, Share		440,000
Net loss	(4,749,739)			(4,749,739)
Ending Balance, Amount at Mar. 31, 2016	$ (25,704,845)	$ 70,991	$ 112,482,330	$ (138,258,166)
Ending Balance, Share at Mar. 31, 2016		70,990,763

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,749,739)	$ (700,724)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in fair value of derivative liabilities	2,996,000	(327,440)
Stock based compensation	214,250	3,750
Changes in operating assets and liabilities:
Prepaid expenses and deposits	31,171
Accounts payable and accrued liabilities	678,555	9,961
NET CASH USED IN OPERATING ACTIVITIES	(829,763)	(1,014,453)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net of finders' fee		2,326,014
Repayment of promissory note	(25,000)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(25,000)	2,326,014
(DECREASE) INCREASE IN CASH	(854,763)	1,311,561
CASH, BEGINNING OF PERIOD	6,576,564	141,944
CASH, END OF PERIOD	5,721,801	1,453,505
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
Reclassification of accrued liability upon issuance of common shares relating to Dr. Glynn Wilson's compensation	$ 191,000
Fair value of issuance of warrants in January and March 2015 financing		$ 9,313,000

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	NOTE 1: NATURE OF OPERATIONS TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a biotechnology Company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune’s approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	NOTE 2: BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2016, condensed consolidated statements of interim financials include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2016 or for any future interim period. The condensed balance sheet at December 31, 2015 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015, and notes thereto included in the Company’s annual report on Form 10-K.

Liquidity and Financial Conditi

Liquidity and Financial Condition	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Liquidity and Financial Condition	NOTE 3: LIQUIDITY AND FINANCIAL CONDITION The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. From inception, the Company has been funded by a combination of equity and debt financings. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales. As of March 31, 2016, the Company had cash and cash equivalents of approximately $5,722,000. Historically, the Company has net losses and negative cash flows from operations. The Company believes its current capital resources are not sufficient to support its operations. Management intends to continue its research efforts and to finance operations of the Company through debt and/or equity financings. Management plans to seek additional debt and/or equity financing through private or public offerings or through a business combination or strategic partnership. There can be no assurance that the Company will be successful in obtaining additional financing on favorable terms, or at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 4: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2016. Recent accounting pronouncement Accounting Standards Update (“ASU”), No. 2016-09 - In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this standard are effective for the Company’s annual year and first fiscal quarter beginning on January 1, 2017 with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

Potentially Dilutive Securities

Potentially Dilutive Securities	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Potentially Dilutive Securities	NOTE 5: POTENTIALLY DILUTIVE SECURITIES Options, warrants, and convertible debt outstanding were all considered anti-dilutive due to net losses for the periods presented. The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented: March 31, 2016 2015 Common stock options 3,584,000 65,000 Common stock warrants - equity treatment 2,556,000 2,549,000 Common stock warrants - liability treatment 49,528,000 62,194,000 Potentially dilutive securities 55,668,000 64,808,000

Derivative Liability - Warrants

Derivative Liability - Warrants and Derivative Liability - Conversion Option	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Derivative Liability - Warrants and Derivative Liability - Conversion Option	NOTE 6: DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the three months ended 2016 and 2015 is as follows: Share Purchase Warrants Weighted Average Inputs for the Period Date of valuation For the Quarter 2016 For the Quarter 2015 Exercise price $ 0.70 $ 0.98 Contractual term (years) 4.00 4.00 Volatility (annual) 150.00 % 158.00 % Risk-free rate 1.05 % 1.00 % Dividend yield (per share) 0 % 0 % The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants: As of March 31, 2016 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 29,489,000 — — $ 29,489,000 $ 29,489,000 Total $ 29,489,000 — — $ 29,489,000 $ 29,489,000 As of December 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 26,493,000 — — $ 26,493,000 $ 26,493,000 Total $ 26,493,000 — — $ 26,493,000 $ 26,493,000 There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2016. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2016: Derivative liability –warrants Balance – January 1, 2016 $ 26,493,000 Change in fair value of warrant liability 2,996,000 Balance – March 31, 2016 $ 29,489,000 The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U.S. Treasury security yields, the expected term of the warrants and dividend yield. Changes in these assumptions can materially affect the fair value estimate. The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial statements. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability. Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations.

Promissory Notes

Promissory Notes	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Promissory Notes	NOTE 7: PROMISSORY NOTES The Company has outstanding promissory notes in the amount of $5,000 (December 31, 2015 - $30,000). The promissory note bears 10% annual interest and was due in 2012. As of March 31, 2016, the note is in default and there has been no request for payment.

Promissory Note, Related Party

Promissory Note, Related Party	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Promissory Note, Related Party	NOTE 8: PROMISSORY NOTES, RELATED PARTY The Company has an outstanding promissory note in the amount of $23,000 (December 31, 2015 - $23,000) owed to an officer and a director of the Company. The promissory note bears no interest charges and has no fixed repayment terms.

Capital Stock

Capital Stock	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Capital Stock	NOTE 9: CAPITAL STOCK 2016 Share Transactions Management Compensation In November 2015, the Company entered into an employment agreement with Dr. Glynn Wilson, the Company’s Chief Executive Officer, President and Chairman of the Company. As part of the agreement, Dr. Wilson was awarded 0.3 million fully vested common shares at consummation of the agreement. The Company recorded an obligation to deliver the shares of $0.2 million based on the fair value of the Common stock at December 31, 2015. The Company issued the shares in March 2016 and reclassified the accrued liability to stockholders’ equity (deficit). Consulting arrangements In March 2016, the Company issued 0.1 million common shares as part of consulting agreements from 2015. The fair value of the common stock of approximately $0.1 million was recognized as stock-based compensation in general and administrative expense.

Research and Development Agreem

Research and Development Agreements	3 Months Ended
	Mar. 31, 2016
Research and Development [Abstract]
Research and Development Agreements	NOTE 10: RESEARCH AND DEVELOPMENT AGREEMENTS FAU Project Agreement In March 2016, the Company entered into a research project agreement with Florida Atlantic University regarding immune monitoring for study protocol FRV-002. The project is expected to end in December 2018. The Company has incurred approximately $0.2 million in research and development costs through March 31, 2016.

Significant Accounting Polici17

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Recent accounting pronouncement	Recent accounting pronouncement Accounting Standards Update (“ASU”), No. 2016-09 - In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this standard are effective for the Company’s annual year and first fiscal quarter beginning on January 1, 2017 with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

Potentially Dilutive Securiti18

Potentially Dilutive Securities (Tables)	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share	The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented: March 31, 2016 2015 Common stock options 3,584,000 65,000 Common stock warrants - equity treatment 2,556,000 2,549,000 Common stock warrants - liability treatment 49,528,000 62,194,000 Potentially dilutive securities 55,668,000 64,808,000

Derivative Liability - Warran19

Derivative Liability - Warrants and Derivative Liability - Conversion Option (Tables)	3 Months Ended
	Mar. 31, 2016
Text Block [Abstract]
Valuation Methodology	A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the three months ended 2016 and 2015 is as follows: Share Purchase Warrants Weighted Average Inputs for the Period Date of valuation For the Quarter 2016 For the Quarter 2015 Exercise price $ 0.70 $ 0.98 Contractual term (years) 4.00 4.00 Volatility (annual) 150.00 % 158.00 % Risk-free rate 1.05 % 1.00 % Dividend yield (per share) 0 % 0 %
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis	Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants: As of March 31, 2016 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 29,489,000 — — $ 29,489,000 $ 29,489,000 Total $ 29,489,000 — — $ 29,489,000 $ 29,489,000 As of December 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 26,493,000 — — $ 26,493,000 $ 26,493,000 Total $ 26,493,000 — — $ 26,493,000 $ 26,493,000
Schedule of Changes in Level 3 Liabilities Measured at Fair Value	The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2016: Derivative liability –warrants Balance – January 1, 2016 $ 26,493,000 Change in fair value of warrant liability 2,996,000 Balance – March 31, 2016 $ 29,489,000

Liquidity and Financial Condi20

Liquidity and Financial Condition - Additional Information (Detail)	Mar. 31, 2016USD ($)
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 5,722,000

Potentially Dilutive Securiti21

Potentially Dilutive Securities - Net Loss per Share (Detail) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Common stock options	3,584,000	65,000
Common stock warrants - equity treatment	2,556,000	2,549,000
Common stock warrants - liability treatment	49,528,000	62,194,000
Potentially dilutive securities	55,668,000	64,808,000

Derivative Liability - Warran22

Derivative Liability - Warrants and Derivative Liability - Conversion Option - Valuation Methodology (Detail) - Stock Purchase Warrants [Member] - $ / shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Exercise price	$ 0.70	$ 0.98
Contractual term (years)	4 years	4 years
Volatility (annual)	150.00%	158.00%
Risk-free rate	1.05%	1.00%
Dividend yield (per share)	0.00%	0.00%

Derivative Liability - Warran23

Derivative Liability - Warrants and Derivative Liability - Conversion Option - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Derivative liability - warrants	$ 29,489,000	$ 26,493,000
Total	29,489,000	26,493,000
Fair Value, Inputs, Level 3 [Member]
Derivatives, Fair Value [Line Items]
Derivative liability - warrants	29,489,000	26,493,000
Total	29,489,000	26,493,000
Fair Value [Member]
Derivatives, Fair Value [Line Items]
Derivative liability - warrants	29,489,000	26,493,000
Total	$ 29,489,000	$ 26,493,000

Derivative Liability - Warran24

Derivative Liability - Warrants and Derivative Liability - Conversion Option - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Detail)	3 Months Ended
	Mar. 31, 2016USD ($)
Fair Value Disclosures [Abstract]
Balance - January 1, 2016	$ 26,493,000
Change in fair value of warrant liability	2,996,000
Balance - March 31, 2016	$ 29,489,000

Promissory Notes - Additional I

Promissory Notes - Additional Information (Detail) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Outstanding promissory notes	$ 5,000	$ 30,000
Promissory Notes Due in 2012 [Member]
Debt Instrument [Line Items]
Annual interest rate	10.00%

Promissory Note, Related Party

Promissory Note, Related Party - Additional Information (Detail) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Outstanding promissory notes	$ 23,000	$ 23,000
Officer and Director [Member]
Related Party Transaction [Line Items]
Outstanding promissory notes	23,000	$ 23,000
Amount of promissory notes interest charges	$ 0

Capital Stock - Additional Info

Capital Stock - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Mar. 31, 2016	Dec. 31, 2015
Consulting Agreements [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Fair value of common stock		$ 0.1
Common shares issued		100,000
Chief Executive Officer, President and Chairman [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Shares awarded	300,000
Fair value of common stock			$ 0.2

Research and Development Agre28

Research and Development Agreements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule Of Research License Supply And Other Agreements [Line Items]
Research and development costs	$ 985,751	$ 609,378
FAU Project Agreement [Member]
Schedule Of Research License Supply And Other Agreements [Line Items]
Research and development costs	$ 200,000