As filed with the Securities and Exchange
Commission on December 28, 2017
Registration No. 333-220538
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective Amendment No. 2
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
|
TAPIMMUNE INC. |
|
(Name of Issuer as Specified in Its Charter) |
|
|
Nevada |
|
(State or other jurisdiction of incorporation) |
2834 |
|
45-4497941 |
(Primary Standard Industrial Classification Code Number) |
|
(IRS Employer Identification No.) |
5 West Forsyth Street, Suite 200
Jacksonville, FL 32202 |
|
904-516-5436 |
|
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
|
Sierra Corporate Services |
100 West Liberty Street, 10th Floor |
Reno, Nevada 89501 |
|
(775) 788-2000 |
|
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Mark A. Catchur
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, FL 33602
Telephone: 813-229-7600
Fax: 813-229-1660
Approximate date of commencement of proposed
sale to the public: from time to time after this registration statement becomes effective as the selling shareholders shall
determine.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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).
Large accelerated filer ¨ |
|
Accelerated filer ¨ |
Non-accelerated filer ¨ |
|
Smaller reporting company x |
(Do not check if a smaller reporting company) |
|
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. ¨
The Registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
Explanatory Note
TapImmune Inc. is hereby filing this Pre-Effective Amendment
No. 2 to Registration Statement on Form S-3 (Registration No. 333-220538), originally filed on September 20, 2017 (the “Registration
Statement”) solely to provide an updated auditor’s consent as Exhibit 23.3 and to amend Item 16(a) of the Registration
Statement reflecting such additional exhibit. Accordingly, this Pre-Effective Amendment No. 2 consists only of the facing page,
this explanatory note, the Item 16 Exhibits list, and the signature page of the Registration Statement. The Prospectus and the
balance of Part II of the Registration Statement are unchanged and have been omitted.
The
following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of
Regulation S-K.
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Incorporated
by Reference |
Exhibit
number |
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Exhibit
description |
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Form |
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File
no. |
|
Exhibit |
|
Filing
date |
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Filed
herewith |
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3.1 |
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Articles of Incorporation
as Amended |
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10-Q |
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001-37939 |
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3.1 |
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11/4/16 |
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3.2 |
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Certificate of Change |
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8-K |
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000-27239 |
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3.1 |
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9/15/16 |
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3.3 |
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Amended and Restated
Bylaws |
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8-K |
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000-27239 |
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3.1 |
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7/15/16 |
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3.4 |
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Amendment to Amended
and Restated Bylaws |
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8-K |
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001-37939 |
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3.1 |
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7/11/17 |
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4.1 |
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Securities Purchase Agreement, dated May 17,
2010 |
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8-K |
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000-27239 |
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10.1 |
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5/18/10 |
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4.2 |
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Registration Rights Agreement, dated May 24,
2010 |
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8-K |
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000-27239 |
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10.4 |
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5/18/10 |
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4.3 |
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Security Agreement, dated May 24, 2010 |
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8-K |
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000-27239 |
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10.3 |
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5/18/10 |
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4.4 |
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Form of Senior Secured Convertible Note |
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8-K |
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000-27239 |
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10.2 |
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5/18/10 |
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4.5 |
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Form of Series A Warrants |
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8-K |
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000-27239 |
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10.5 |
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5/18/10 |
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4.6 |
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Form of Series B Warrants |
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8-K |
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000-27239 |
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10.6 |
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5/18/10 |
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4.7 |
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Form of Series C Warrants |
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8-K |
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000-27239 |
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10.7 |
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5/18/10 |
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4.8 |
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Securities Purchase Agreement, dated February
24, 2011 |
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8-K |
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000-27239 |
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10.1 |
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3/2/11 |
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4.9 |
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Form of Convertible Note |
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8-K |
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000-27239 |
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10.2 |
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3/2/11 |
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4.10 |
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Security Agreement, dated February 24, 2011 |
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8-K |
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000-27239 |
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10.3 |
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3/2/11 |
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4.11 |
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Form of Warrant |
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8-K |
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000-27239 |
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10.4 |
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3/2/11 |
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4.12 |
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Form of Convertible Note in connection with
the sale of same on April 12, 2011 |
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10-K |
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000-27239 |
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4.12 |
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4/18/11 |
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4.13 |
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Security Agreement dated April 12, 2011 |
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10-K |
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000-27239 |
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4.13 |
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4/18/11 |
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4.14 |
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Form of Securities Purchase Agreement in connection
with the sale of Units on April 14, 2011 |
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10-K |
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000-27239 |
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4.14 |
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4/18/11 |
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4.15 |
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Form of Warrant in connection with Securities
Purchase Agreement dated April 14, 2011 |
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10-K |
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000-27239 |
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4.15 |
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4/18/11 |
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4.16 |
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Form of Common Stock Purchase Warrant |
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8-K |
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000-27239 |
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4.1 |
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8/14/14 |
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4.17 |
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Form of Placement Agent Warrant |
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8-K |
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000-27239 |
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4.2 |
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8/14/14 |
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4.18 |
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Form of Common Stock Purchase Warrants-Series
A |
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8-K |
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000-27239 |
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4.1 |
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1/12/15 |
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4.19 |
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Form of Common Stock Purchase Warrants-Series
B |
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8-K |
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000-27239 |
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4.2 |
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1/12/15 |
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4.20 |
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Form of Common Stock Purchase Warrants-Series
C |
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8-K |
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000-27239 |
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4.3 |
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1/12/15 |
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4.21 |
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Form of Common Stock Purchase Warrants-Series
D |
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8-K |
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000-27239 |
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4.4 |
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1/12/15 |
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4.22 |
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Form of Common Stock Purchase Warrants-Series
E |
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8-K |
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000-27239 |
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4.5 |
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1/12/15 |
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Incorporated
by Reference |
Exhibit
number |
|
Exhibit
description |
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Form |
|
File
no. |
|
Exhibit |
|
Filing
date |
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Filed
herewith |
4.49 |
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Form of 2017 PIPE Warrant |
|
8-K |
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001-37939 |
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4.1 |
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6/22/17 |
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4.50 |
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Form of 2017 Broker PIPE Warrant |
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8-K |
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001-37939 |
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4.2 |
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6/22/17 |
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5.1 |
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Opinion of Shumaker, Loop & Kendrick, LLP |
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Form
S-3 |
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333-220538 |
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5.1 |
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9/20/17 |
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10.1 |
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Executive Services
Agreement with Denis Corin |
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10-QSB |
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000-27239 |
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10.1 |
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11/14/07 |
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10.2 |
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Amended Executive
Services Agreement with Denis Corin |
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10-QSB |
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000-27239 |
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10.2 |
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11/14/07 |
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10.3 |
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License Agreement
made March 6, 2000 between GeneMax Pharmaceuticals, UBC and Dr. Jefferies |
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10-KSB |
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000-27239 |
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10.2 |
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4/15/05 |
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10.4 |
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Collaborative Research
Agreement made September 1, 2000 between GeneMax Pharmaceuticals, GeneMax Pharmaceuticals Inc. and UBC |
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10-KSB |
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000-27239 |
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10.3 |
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4/15/05 |
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10.5 |
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Production Services
Agreement made March 18, 2003 between the Company and Molecular Medicine |
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10-KSB |
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000-27239 |
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10.5 |
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4/15/05 |
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10.6 |
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Biological Materials
Transfer Agreement made October 21, 2003 between the Company and National Institutes of Health |
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10-KSB |
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000-27239 |
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10.6 |
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4/15/05 |
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10.7 |
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Option and Settlement
Agreement made January 23, 2006 between GeneMax Pharmaceuticals, GeneMax Pharmaceuticals Inc., UBC and Dr. Jefferies |
|
8-K |
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000-27239 |
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10.1 |
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2/3/06 |
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10.8 |
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2009 Stock Incentive
Plan* |
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DEF14-C |
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000-27239 |
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B |
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1/29/10 |
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10.9 |
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Technology Option
Agreement, dated June 1, 2010, between TapImmune Inc. and Mayo Foundation for Education and Research |
|
8-K |
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000-27239 |
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10.1 |
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6/4/10 |
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10.10 |
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Form of Securities
Purchase Agreement, dated as of August 11, 2014, by and among the Company and the Purchasers |
|
8-K |
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000-27239 |
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10.1 |
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8/11/14 |
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10.11 |
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Placement Agency
Agreement, dated as of July 29, 2014, by and between the Company and H. C. Wainwright & Co., LLC |
|
8-K |
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000-27239 |
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10.2 |
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8/14/14 |
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10.12 |
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Form of Securities
Purchase Agreement, dated as of January 12, 2015, by and among the Company and the Purchasers |
|
8-K |
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000-27239 |
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10.1 |
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1/12/15 |
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10.13 |
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Placement Agency
Agreement, dated as of July 29, 2014 and Amended on January 12, 2015, by and between the Company and H. C. Wainwright &
Co., LLC |
|
8-K |
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000-27239 |
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10.2 |
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1/12/15 |
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10.14 |
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Finders Agreement,
dated as of January 12, 2015, by and between the Company and Olympus Securities LLC |
|
8-K |
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000-27239 |
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10.3 |
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1/12/15 |
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10.15 |
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Securities Purchase
Agreement, dated as of March 9, 2015, by and among the Company and Eastern Capital Limited |
|
8-K |
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000-27239 |
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10.1 |
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3/10/15 |
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10.16 |
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Placement Agency
Agreement, dated as of July 29, 2014, Amended on January 12, 2015, by and between the Company and H. C. Wainwright & Co.,
LLC and Amended on March 9, 2015, by and between the Company and H. C. Wainwright & Co., LLC |
|
8-K |
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000-27239 |
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10.2 |
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3/10/15 |
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10.17 |
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Form of Restructuring
Agreement dated May 28, 2015 |
|
8-K |
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000-27239 |
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10.1 |
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6/3/15 |
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10.18 |
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Amended and Restated
Restructuring Agreement, dated as of June 2, 2015 |
|
8-K |
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000-27239 |
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10.1 |
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6/5/15 |
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10.19 |
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Consulting Agreement,
dated February 10, 2015, between TapImmune Inc. and Dr. John Bonfiglio* |
|
8-K |
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000-27239 |
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10.1 |
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7/30/15 |
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10.20 |
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License and Assignment
Agreement, dated July 21, 2015, with The Mayo Foundation for Medical Education and Research** |
|
10-Q |
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000-27239 |
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10.1 |
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8/14/15 |
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10.21 |
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2014 Omnibus Stock
Ownership Plan* |
|
10-Q |
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000-27239 |
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10.1 |
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11/16/15 |
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10.22 |
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Amendment to 2014
Omnibus Stock Ownership Plan (February 10, 2015) * |
|
10-Q |
|
000-27239 |
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10.2 |
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11/16/15 |
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10.23 |
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Amendment to 2014
Omnibus Stock Ownership Plan (November 6, 2015) * |
|
10-Q |
|
000-27239 |
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10.3 |
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11/16/15 |
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Incorporated
by Reference |
Exhibit
number |
|
Exhibit
description |
|
Form |
|
File
no. |
|
Exhibit |
|
Filing
date |
|
Filed
herewith |
10.25 |
|
Form of Stock Option
Award Agreement – Key Employee* |
|
10-Q |
|
000-27239 |
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10.4 |
|
11/16/15 |
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10.26 |
|
Form of Stock Option
Award Agreement – Non-employee Director* |
|
10-Q |
|
000-27239 |
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10.5 |
|
11/16/15 |
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10.27 |
|
Form of Stock Option
Award Agreement – Consultant* |
|
10-Q |
|
000-27239 |
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10.6 |
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11/16/15 |
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10.28 |
|
Form of Restricted
Stock Award Agreement – Consultant* |
|
10-Q |
|
000-27239 |
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10.7 |
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11/16/15 |
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10.29 |
|
Employment Agreement
between TapImmune, Inc. and Dr. Glynn Wilson, dated November 12, 2015* |
|
10-Q |
|
000-27239 |
|
10.8 |
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11/16/15 |
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10.30 |
|
Amendment to Consulting
Agreement between TapImmune Inc. and Dr. John Bonfiglio dated as of June 12, 2015* |
|
8-K |
|
000-27239 |
|
10.2 |
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2/16/16 |
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10.31 |
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Second Amendment
to the Consulting Agreement by and between TapImmune Inc. and Dr. John Bonfiglio dated as of February 10, 2016* |
|
8-K |
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000-27239 |
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10.3 |
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2/16/16 |
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10.32 |
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License and Assignment
Agreement with Mayo Foundation for Medical Education and Research dated May 19, 2016** |
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10-Q |
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000-27239 |
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10.7 |
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8/15/16 |
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10.33 |
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Amendment to Employment
Agreement between TapImmune Inc. and Glynn Wilson, dated as of July 18, 2016* |
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8-K |
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000-27239 |
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10.1 |
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7/19/16 |
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10.34 |
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Employment Agreement by and between by and between
TapImmune Inc. and Dr. John Bonfiglio dated as of July 18, 2016* |
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8-K |
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000-27239 |
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10.2 |
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7/19/16 |
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10.35 |
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Employment Agreement by and between by and between
TapImmune Inc. and Michael J. Loiacono dated as of August 25, 2016* |
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8-K |
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000-27239 |
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10.1 |
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8/25/16 |
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10.36 |
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Form of Subscription Agreement |
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8-K |
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001-37939 |
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10.1 |
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6/22/17 |
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10.37 |
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Registration Rights Agreement dated June 26,
2017 |
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8-K |
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001-37939 |
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10.2 |
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6/22/17 |
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10.38 |
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Form of Warrant Exercise Agreement |
|
8-K |
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001-37939 |
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10.3 |
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6/22/17 |
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10.39 |
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Agency Agreement between TapImmune Inc. and
Katalyst Securities LLC, dated May 12, 2017 |
|
8-K |
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001-37939 |
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10.4 |
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6/22/17 |
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10.40 |
|
Amendment to Placement Agency Agreement between
TapImmune Inc. and Katalyst Securities LLC dated June 22, 2017 |
|
8-K |
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001-37939 |
|
10.1 |
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6/26/17 |
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14 |
|
Code of Ethics |
|
10-Q |
|
000-27239 |
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14 |
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11/16/15 |
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23.1 |
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Consent of Marcum LLP, an independent public accounting firm. |
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Form S-3 |
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333-220538 |
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23.1 |
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9/20/17 |
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23.2 |
|
Consent of Shumaker, Loop & Kendrick, LLP (included as part of Exhibit 5.1) |
|
Form S-3 |
|
333-220538 |
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23.2 |
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9/20/17 |
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23.3 |
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Consent of Marcum LLP, an independent public accounting
firm |
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X |
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24.1 |
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Powers
of Attorney (included on signature page). |
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X |
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101.INS |
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XBRL
Instance Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.SCH |
|
XBRL Taxonomy Extension
Schema Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.CAL |
|
XBRL Taxonomy Extension
Calculation Linkbase Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.DEF |
|
XBRL Taxonomy Extension
Definition Linkbase Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.LAB |
|
XBRL Taxonomy Extension
Label Linkbase Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.PRE |
|
XBRL Taxonomy Extension
Presentation Linkbase Document |
|
10-K |
|
000-27239 |
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4/14/16 |
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101.INS |
|
XBRL Instance Document |
|
10-Q |
|
001-37939 |
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11/4/16 |
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101.SCH |
|
XBRL Taxonomy Extension
Schema Document |
|
10-Q |
|
001-37939 |
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|
11/4/16 |
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101.CAL |
|
XBRL Taxonomy Extension
Calculation Linkbase Document |
|
10-Q |
|
001-37939 |
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|
11/4/16 |
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|
101.DEF |
|
XBRL Taxonomy Extension
Definition Linkbase Document |
|
10-Q |
|
001-37939 |
|
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|
11/4/16 |
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101.LAB |
|
XBRL Taxonomy Extension
Label Linkbase Document |
|
10-Q |
|
001-37939 |
|
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|
11/4/16 |
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|
101.PRE |
|
XBRL Taxonomy Extension
Presentation Linkbase Document |
|
10-Q |
|
001-37939 |
|
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|
11/4/16 |
|
|
*Executive
management contract or compensatory plan or arrangement.
**
Confidential treatment has been granted as to certain portions of this exhibit pursuant to Rule 406 of the Securities Act of 1933,
as amended, or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on December 28, 2017.
|
TapImmune Inc. |
|
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|
By: |
/s/ Peter Hoang |
|
|
Peter Hoang |
|
|
Chief Executive Officer (Principal Executive Officer) |
|
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|
By: |
/s/ Michael J. Loiacono |
|
|
Michael J. Loiacono |
|
|
Chief Financial Officer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/Peter Hoang |
|
Chief Executive Officer and Director |
|
December 28, 2017 |
Peter Hoang |
|
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|
* |
|
Director |
|
December 28, 2017 |
Sherry Grisewood |
|
|
|
|
|
|
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|
|
/* |
|
Director |
|
December 28, 2017 |
Dr. Glynn Wilson |
|
|
|
|
|
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|
* |
|
Director |
|
December 28, 2017 |
David Laskow-Pooley |
|
|
|
|
|
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|
* |
|
Director |
|
December 28, 2017 |
Mark Reddish |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
December 28,2017 |
Frederick Wasserman |
|
|
|
|
|
|
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|
* |
|
Director |
|
December 28, 2017 |
Joshua Silverman |
|
|
|
|
|
|
|
|
|
/s/
Michael J. Loiacono |
|
Chief Financial Officer |
|
December 28, 2017 |
Michael J. Loiacono |
|
|
|
|
*By: |
/s/ Michael J. Loiacono |
|
Attorney-in-fact pursuant to power of attorney previously
filed with the Registration Statement on Form S-3 (333-220538), originally filed on September 20, 2017.
Exhibit 23.3
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference
in this Registration Statement of TapImmune Inc. (the “Company”) on Form S-3, file number 333-220538 of our report dated March 14, 2017, which
includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits
of the consolidated financial statements of TapImmune Inc. as of December 31, 2016 and 2015 and for the years ended December 31,
2016 and 2015 appearing in the Annual Report on Form 10-K of TapImmune Inc. for the year ended December 31, 2016. We also consent
to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum llp
Marcum llp
New York, NY
December 28, 2017