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
September 15, 2016
Date of Report
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-27239 | 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)) |
Item 3.03 Material Modification to Rights of Security Holders.
The Board of Directors of TapImmune Inc., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-12 (the “Reverse Stock Split”). On September 15, 2016, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1.
Reasons for the Reverse Stock Split
The Reverse Stock Split is being effected in connection with the Company’s intent to apply to list the Common Stock on the NASDAQ Capital Market. As of the date of this report, bid and ask prices for the Common Stock are quoted on the OTC Markets Inc. OTCQB Marketplace and the Common Stock has not been approved for listing on the NASDAQ Capital Market or any other securities exchange, and any such listing may never occur.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with FINRA and in the marketplace on September 16, 2016 (the “Effective Date”), at which time the Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the trading symbol for the Common Stock will change to “TPIVD” for a period of 20 business days, after which the final “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “TPIV”. In connection with the Reverse Stock Split, the CUSIP number for stock certificates issued after the Reverse Stock Split will be 876033 408.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by 12, with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 12 and multiplying the exercise or conversion price thereof by 12, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities.
Certificated and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates also do not need to take any action, as the paper certificates after the Reverse Stock Split will represent one-twelfth of the shares listed thereon.
Nevada State Filing. The Reverse Stock Split was effected pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on September 13, 2016, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. The Certificate will become effective on the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effect the Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Stock Split, (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with these requirements.
Capitalization.
As of September 14, 2016, the Company was authorized to issue 500,000,000 shares of Common Stock, there were 100,504,256 shares of common stock issued and outstanding, and there were 67,715,002 shares of common stock reserved for issuance pursuant to options, warrants and other convertible securities. As a result of the reverse stock split and immediately following the effect of the reverse stock split, the Company will be authorized to issue 41,666,667 shares of common stock; there will be 8,375,355 shares of common stock issued and outstanding (subject to adjustment due to the treatment of fractional shares) and there will be 5,642,917 shares of common stock reserved for issuance pursuant to options, warrants and other convertible securities (subject to adjustment due to the treatment of fractional shares). The reverse stock split will have no effect on the par value of the common stock.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On September 6, 2016, the Company issued a press release announcing recent corporate developments. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibits | |
| 3.1 | Certificate of Change of TapImmune Inc. dated September 13, 2016 | |
| 99.1 | Press Release of TapImmune Inc., dated September 15, 2016 | |
| 99.2 | Press Release of TapImmune Inc., dated September 6, 2016 | |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties and assumptions, such as statements regarding the Company’s plans to list the Common Stock on the NASDAQ Capital Market. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including, without limitation, the results of the review by The NASDAQ Capital Market of the applicable transactions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions and projections, which could prove to be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
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: September 15, 2016 | By: | /s/ Glynn Wilson | ||||
| Name: | Glynn Wilson | |||||
| Title: | Chairman and CEO | |||||
Exhibit 3.1
|
| ||||||
|
BARBARA K. CEGAVSKE 202 North Carson Street Carson City, Nevada
89701- Website: www.nvsos.gov |
|
Certificate of Change Pursuant to NRS 78.209
|
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
TapImmune Inc.
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
500,000,000 authorized shares of Common Stock, par value $0.001 per share.
5,000,000 authorized shares of Preferred Stock, par value $0.001 per share.
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
41,666,667 authorized shares of Common Stock, par value $0.001 per share.
5,000,000 authorized shares of Preferred Stock, par value $0.001 per share.
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
One (1) share of Common Stock will be issued in exchange for every twelve (12) shares of issued and outstanding Common Stock.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
All fractional shares of Common Stock will be rounded up to the nearest whole share.
7. Effective date and time of filing: (optional) Date: September 16, 2016 Time:
(must not be later than 90 days after the certificate is filed)
| 8. | Signature: (required) |
| /s/ Glynn Wilson |
Chairman and Chief Executive Officer | |||
| Signature of Officer |
Title |
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. |
Nevada Secretary of State Stock Split Revised: 1-5-15 |
Exhibit 99.1
TapImmune Announces Reverse Stock Split in Preparation for
Proposed Uplisting to NASDAQ Capital Market
JACKSONVILLE, Florida, September 15, 2016 / TapImmune Inc. (TPIV), a clinical-stage immuno-oncology company specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of cancer and metastatic disease, announced today that its Board of Directors has approved a 1-for-12 reverse stock split of the Company’s authorized, issued, and outstanding common stock in preparation for its proposed listing of its common stock on the NASDAQ Capital Market. The Company believes that it will meet all of the listing requirements for listing the company’s common stock on the NASDAQ Capital Market.
The reverse stock split will become effective with the Financial Industry Regulatory Authority (FINRA) and in the marketplace on September 16, 2016, whereupon the shares of common stock will begin trading on a split-adjusted basis.
“This reverse stock split is an important step in TapImmune’s corporate development,” stated Dr. Glynn Wilson, CEO of TapImmune Inc. “Moving to a national exchange represents a significant step toward creating long-term stockholder value and attracting a broader, more diverse stockholder base.”
At the effective time of the 1-for-12 reverse stock split, every 12 shares of issued and outstanding common stock will be converted into 1 share of issued and outstanding common stock, and the authorized shares of common stock will be reduced from 500,000,000 to 41,666,667 shares. All fractional shares of common stock will be rounded up to the nearest whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 8,375,355 shares of common stock outstanding.
TapImmune’s common stock will trade under the ticker symbol “TPIVD” for a period of 20 business days after the reverse stock split has been effected in the marketplace, and stock certificates issued after the reverse stock split will bear the new CUSIP number 876033 408. Before any listing of the common stock on the NASDAQ Capital Market could occur, NASDAQ will need to approve the Company’s application for listing after the reverse stock split is completed. There can be no assurance that the Company’s application will be approved.
Stockholders of record are not required to send in their current stock certificates or evidence of book-entry or other electronic positions for exchange. Following the effectiveness of the reverse stock split, each stock certificate and book-entry or other electronic position representing issued and outstanding shares of the Company’s common stock will be automatically adjusted. Each paper stock certificate will
represent one-twelfth of the shares listed thereon. Those stockholders holding common stock in “street name” will receive instructions from their brokers if they need to take any action in connection with the reverse stock split.
All of the Company’s options, warrants, and other convertible securities that are outstanding immediately before the reverse stock split will also be adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities are exercisable or convertible by 12 and multiplying the exercise or conversion price thereof by 12, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities.
The Company is filing today a Form 8-K with the Securities and Exchange Commission that provides additional details regarding these matters, and readers are encouraged to read such Form 8-K and the exhibits thereto in their entirety.
About TapImmune Inc.
TapImmune Inc. is an immune-oncology company specializing in the development of innovative technologies for the treatment of cancer, including metastasis, and infectious disease. The Company’s peptide or nucleic acid-based immunotherapeutics, comprise one or multiple naturally processed epitopes (NPEs) designed to comprehensively stimulate a patients’ killer T-cells, helper T-cells and to restore or further augment antigen presentation by using proprietary nucleic acid-based expression systems. The Company’s technologies may be used as stand-alone medications or in combination with current treatment modalities. Please visit the Company’s website at www.tapimmune.com for details.
Forward-Looking Statement Disclaimer
This release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements”. Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stored in such statements. Such risks, uncertainties and factors include, but are not limited to the results of the Phase II clinical trials, the ability to obtain regulatory approval of TPIV 200, the Company’s ability to raise future financing for continued development, the ability to successfully commercialize TPIV 200 and the ability to successfully achieve a Nasdaq Capital Market listing, as well as the risks and uncertainties set forth in the Company’s most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at www.sec.gov. The Company assumes no obligation to update the forward-looking statements.
CONTACT:
TapImmune Inc.
Glynn Wilson, Ph.D.
Chairman & CEO
(866)-359-7541
Exhibit 99.2
TapImmune Issues Update: Multiple Phase 2 Trials, over $9 Million in New
Funding & NASDAQ Uplisting Application
JACKSONVILLE, Florida, September 6, 2016 / TapImmune, Inc. (TPIV), a clinical-stage immuno-oncology company specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of cancer & metastatic disease, today issued a shareholder update regarding significant recent financial, clinical and regulatory milestones achieved, as well as an outlook on future catalysts.
Dear Shareholders:
We believe recent events have been transformative for TapImmune. We believe we are now funded to execute on the 4 Phase 2 clinical trials for our lead cancer vaccine TPIV 200, two of which have already started treating patients, with two more trials slated to commence enrollment in the coming few quarters. Our second cancer vaccine product, TPIV 110, is currently expected to enter a Phase 2 trial early in 2017. Based on the strength of our cancer vaccine technology, we have established collaborations with some of the top medical, biopharmaceutical, and governmental organizations in the world. Also, the U.S. Food and Drug Administration (FDA) has granted TPIV 200 Fast Track designation and Orphan Drug status. We look forward to a very active upcoming 18 months in which we anticipate the achievement of numerous clinical and corporate milestones. The following is an update on recent events and upcoming catalysts:
| • | $9.0 Million Equity Raise & Elimination of $29 Million Derivative Liability |
A number of our current investors have exercised a total of 12 million warrants, resulting in a $6 million cash infusion for TapImmune. We also recently closed on an additional $3 million financing through a private equity placement. Simultaneous to these transactions, certain of our outstanding warrants were restructured, leading to the elimination of $29 million of derivative liability. These two actions have bolstered the Company’s balance sheet.
| • | NASDAQ Uplisting & Funding to Support 4 Phase 2 Trials |
The $9 million cash influx, combined with the elimination of the derivative liability creates a balance sheet for TapImmune that enabled us to apply for an uplisting of our common stock to the NASDAQ Capital Market. It also provides available cash to execute on the 4 Phase 2 trials of our lead clinical candidate TPIV 200, while also providing funding for the continued advancement of our second clinical candidate TPIV 110, slated to enter Phase 2.
| • | Key Executive Management Team Appointments |
We recently bolstered our executive management team with the appointments of Dr. John Bonfiglio as President and Chief Operating Officer and Michael J. Loiacono as Chief Financial Officer, Chief Accounting Officer, and Corporate Secretary. Both previously served as consultants to TapImmune. Dr. Bonfiglio is an experienced biotech CEO who has led publicly traded companies through effective fund raising, successful clinical trials, and an uplisting to a major national stock exchange. Mr. Loiacono previously served as a publicly company CFO in charge of overall corporate strategy, mergers and acquisitions, corporate finance, and treasury.
| • | Enrolling Patients: Phase 2 TPIV 200 Trial in Triple Negative Breast Cancer |
We have opened 8 clinical sites and begun treating patients in a Phase 2 trial of our Folate Receptor Alpha cancer vaccine, TPIV 200, in the treatment of triple negative breast cancer, one of the most difficult to treat cancers representing a clear unmet medical need. The open-label, 80 patient clinical trial is designed to evaluate dosing regimens, adjuvants, efficacy, and immune responses in women with triple negative breast cancer. Key data from the trial is expected to be included in a future New Drug Application submission to the FDA for marketing clearance. This trial is sponsored and conducted by TapImmune.
| • | Enrolling Patients: Phase 2 Trial at Memorial Sloan Kettering of TPIV 200 in Ovarian Cancer |
A Phase 2 study of TPIV 200 in ovarian cancer patients who are not responsive to platinum, a commonly used chemotherapy for ovarian cancer, sponsored by Memorial Sloan Kettering Cancer Center, and in collaboration with AstraZeneca and TapImmune has begun enrollment for a 40 patient study. The open-label study is designed to evaluate a combination therapy which includes our TPIV 200 T-cell vaccine and AstraZeneca’s checkpoint inhibitor, durvalumab. Because they are unresponsive to platinum, these patients have no real options left. If the combination therapy proves effective, we believe it would address a critical unmet need. TPIV 200 has received Orphan Drug designation for use in the treatment of ovarian cancer.
| • | Enrollment to Commence in Q4 2016: Phase 2 Mayo Clinic-U.S. DOD Trial of TPIV 200 in Triple Negative Breast Cancer |
We anticipate this Phase 2 study of TPIV 200 in the treatment of triple negative breast cancer, conducted by the Mayo Clinic and sponsored by the U.S. Department of Defense (DOD), will begin to enroll patients in the fourth quarter of this year. The anticipated 280 patient study will be led by Dr. Keith Knutson of the Mayo Clinic in Jacksonville, Florida. Dr. Knutson is the inventor of the technology and an advisor to TapImmune. While TapImmune is supplying doses of TPIV 200 for the trial, the remaining costs associated with conducting this study will be funded by a $13.3 million grant made by the DOD to the Mayo Clinic.
| • | Clinical Sites to Open in Q4 2016: Phase 2 TPIV 200 Trial in Platinum-Sensitive Ovarian Cancer |
By the end of 2016, we expect to have at least one clinical site open in a Phase 2 trial of TPIV 200 in 80 ovarian cancer patients who are responsive to platinum. We have received the FDA’s Fast Track designation to develop TPIV 200 as a maintenance therapy in combination with platinum, in platinum responsive ovarian cancer. This multi-center, double-blind efficacy study is sponsored and conducted by TapImmune.
| • | Open IND with FDA for TPIV 110 in Q4 2016: Phase 2 Protocol Now in Preparation |
We have reformulated our second cancer vaccine product, TPIV 110, following very strong safety and immune responses from a Phase 1 Mayo Clinic study. TPIV 110 targets Her2/neu, which makes it applicable to breast, ovarian and colorectal cancer. The reformulated product adds a fifth antigen which should produce an even more robust immune response activating both CD4+ and CD8+ T-cells. We have requested a pre-Investigational New Drug (IND) meeting with the FDA and submitted questions to the FDA related to opening the IND. A response from the FDA is expected in September and we anticipate having an open IND by year-end pending comments from FDA. The protocol for a Phase 2 trial of TPIV 110 in the treatment of Her2/neu positive breast cancer patients has been designed and is now being reviewed by our Scientific Advisory Board and collaborators.
| • | TPIV Products are Off-the-Shelf, Commercially Viable, with Excellent Potential Margins |
We are continuously working on improving our product formulation and supply. We believe TPIV 200 and TPIV 110 are both very stable, off-the-shelf, lyophilized products that only require reconstitution at the clinical site before injection. We believe the investments we have made in the formulation work we have performed will result in a commercially viable product with excellent potential profit margins.
| • | Robust Product Data & Independent Vetting Key to High-Value Collaborations |
We believe the Phase 1 data produced for both TPIV 200 and TPIV 110 in collaboration with the Mayo Clinic are the driving force behind the high-value collaborations we have been able to maintain and establish with organizations including Mayo Clinic, AstraZeneca, Sloan Kettering, and the U.S. Department of Defense. As we move forward into advancing the Phase 2 studies, some of which are represent collaboration with prestigious third party organizations, we believe this represents further independent vetting of potential of our technology.
Sincerely,
Glynn Wilson, Ph.D.
Chairman and Chief Executive Officer
TapImmune, Inc.
About TapImmune Inc.
TapImmune Inc. is an immune-oncology company specializing in the development of innovative technologies for the treatment of cancer, including metastasis, and infectious disease. The Company’s peptide or nucleic acid-based immunotherapeutics, comprise one or multiple naturally processed epitopes (NPEs) designed to comprehensively stimulate a patients’ killer T-cells, helper T-cells and to restore or further augment antigen presentation by using proprietary nucleic acid-based expression systems. The Company’s technologies may be used as stand-alone medications or in combination with current treatment modalities. Please visit the Company’s website at www.tapimmune.com for details.
Forward-Looking Statement Disclaimer
This release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements”. Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stored in such statements. Such risks, uncertainties and factors include, but are not limited to the results of the Phase II clinical trials, the ability to obtain regulatory approval of TPIV 200, the Company’s ability to raise future financing for continued development and the ability to successfully commercialize TPIV 200 as well as the risks and uncertainties set forth in the Company’s most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at www.sec.gov. The Company assumes no obligation to update the forward-looking statements.
CONTACTS:
TapImmune Inc.,
Glynn Wilson, Ph.D.
Chairman & CEO
(866)-359-7541