FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
TAPIMMUNE INC [ TPIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 5,000,000(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-1 Warrant(1) | $1.5 | 05/28/2015 | J(2) | 5,000,000 | 03/09/2015 | 03/09/2020 | Common Stock | 5,000,000 | (2) | 0 | D | ||||
Series A-1 Warrant | $0.1 | 05/28/2015 | J(2) | 5,000,000 | 11/28/2015 | 03/09/2020 | Common Stock | 5,000,000 | (2) | 1 | D | ||||
Series B-1 Warrant(1) | $0.4 | 05/28/2015 | J(3) | 5,000,000 | 03/09/2015 | 09/09/2015 | Common Stock | 5,000,000 | (3) | 0 | D | ||||
Series B-1 Warrant | $0.2 | 05/28/2015 | J(3) | 10,000,000 | 03/09/2015 | 09/09/2015 | Common Stock | 10,000,000 | (3) | 1 | D | ||||
Series C-1 Warrant(1) | $1 | 05/28/2015 | J(4) | 5,000,000 | 03/09/2015 | 03/09/2020 | Common Stock | 5,000,000 | (4) | 0 | D | ||||
Series C-1 Warrant | $0.5 | 05/28/2015 | J(4) | 10,000,000 | 03/09/2015 | 03/09/2020 | Common Stock | 10,000,000 | (4) | 1 | D | ||||
Series D-1 Warrant(1) | $0.75 | (5) | (5) | Common Stock | 5,000,000 | 1 | D | ||||||||
Series E-1 Warrant(1) | $1.25 | (6) | (6) | Common Stock | 5,000,000 | 1 | D |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The reported securities are included within 5,000,000 Units, each Unit originally consisting of one share of common stock, one Series A-1 Warrant, one Series B-1 Warrant, one Series C-1 Warrant, one Series D-1 Warrant and one Series E-1 Warrant. |
2. Each Series A-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.50 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, each Series A-1 Warrant was amended to reduce the exercise price per share to $0.10 and also to provide that the warrants are exercisable during the exercise period from November 28, 2015 to March 9, 2020. No consideration was paid or received by the reporting persons in connection with the amendment. |
3. Each Series B-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $0.40 during the exercise period from March 9, 2015 until September 9, 2015. Pursuant to the Restructuring Agreement effective May 28, 2015, Series B-1 Warrant was amended to reduce the exercise price per share to $0.20 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series B-1 Warrant in the event that the closing price of the common stock is above $0.50 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment. |
4. Each Series C-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.00 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, Series-C-1 Warrant was amended to reduce the exercise price per share to $0.50 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series C-1 Warrant in the event that the closing price of the common stock is above $1.00 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment. |
5. Each Series D-1 Warrant will be exercisable only if and to the extent that the Series B-1 Warrants are exercised and will expire on the five year anniversary of the date that the Series B-1 Warrant is initially exercised. |
6. Each Series E-1 Warrant will be exercisable only if and to the extent that the Series C-1 Warrants are exercised, and will expire on the five year anniversary of the date that the Series C-1 Warrant is initially exercised. |
Remarks: |
Eastern Capital Limited is an investment entity that owns the securities reported on this Form 4. Portfolio Services Ltd. is a holding company which owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd. |
/s/ Eastern Capital Limited | 06/01/2015 | |
/s/ Portfolio Services Ltd. | 06/01/2015 | |
/s/ Kenneth B. Dart | 06/01/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |