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
April 27, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2017, The Company and Dr. Bonfiglio have entered into a Separation and Release agreement (the “Separation Agreement”) pursuant to which Dr. John Bonfiglio resigned as President, Chief Operating Officer and director of the Company to pursue other opportunities. Dr. Bonfiglio’s resignation was not due to any disagreement with the Company on any matter related to its operations, policies or practices.
The Separation Agreement provides for a customary release by Dr. Bonfiglio of claims against the Company and a mutual non-disparagement covenant. Dr. Bonfiglio is also obligated to comply with various restrictive covenants, including a non-compete, non-solicitation and protection of the Company’s confidential information. Any disputes arising under the Separation Agreement will be resolved by binding arbitration. The Separation Agreement is subject to revocation through May 4, 2017, and the Separation Agreement will not become effective and enforceable until the revocation period expires.
The Company’s Chief Executive Officer, Dr. Glynn Wilson, was appointed to serve as the President of the Company and the size of the Company’s board of directors was reduced from seven members to six members.
A copy of the April 28, 2017 press release announcing the Change in Management and Board of Directors is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 28, 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: April 28, 2017 | By: | /s/ Glynn Wilson |
| Name: | Glynn Wilson | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
TapImmune Announces Change in Management and Board of Directors
April 28, 2017, Jacksonville, FL,, TapImmune Inc. (NASDAQ: 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, has announced that on April 27, 2017, Dr. John Bonfiglio resigned as Chief Operating Officer, President and director of TapImmune Inc. to pursue other opportunities.
Speaking for the Board of Directors, Chairman and CEO of TapImmune Dr. Glynn Wilson stated, “We have been fortunate to have John serve the Company initially as a consultant and subsequently as an officer and director. During John’s tenure as part of our management team, the Company successfully optimized and scaled up GMP manufacturing operations, allowing us to enter multiple Phase 2 clinical studies and to be listed on Nasdaq Capital Markets. As the company transitions into a focus on later stages of clinical development, I want to thank John and wish him the best in his future endeavors.”
Dr. Bonfiglio stated “I am pleased to have had the opportunity to support TapImmune and its clinical programs. I remain optimistic about the Company’s future and the prospects for its next-generation vaccine technologies.”
In connection with Dr. Bonfiglio’s resignation, the size of the Board was reduced from seven members to six members. Dr. Wilson, was appointed to serve as the Company’s President due to the vacancy created by Dr. Bonfiglio’s resignation.
About TapImmune Inc.
TapImmune, Inc. is a leader in the immunotherapy of woman’s cancers advancing multiple Phase 2 and Phase 1b/2 clinical studies
for the treatment of ovarian and breast cancer. The company’s peptide- or nucleic acid-based immunotherapeutic products
comprise one or multiple naturally processed epitopes (NPEs) designed to comprehensively stimulate a patient’s killer T
cells and 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 risks 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