| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
| TapImmune Inc. | |
| (Name of Issuer) | |
| Common Stock, $0.001 par value | |
| (Title of Class of Securities) | |
| 876033309 | |
| (CUSIP Number) | |
| December 31, 2017 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 11 Pages) | |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS Iroquois Capital Management L.L.C. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 |
SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 7 |
SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% (See Item 4)* | |
| 12 | TYPE OF REPORTING PERSON OO | |
* As more fully described in Item 4, the Series D and E Warrants are subject to a 4.9% blocker and the Series C and F Warrants are subject to a 9.9% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS Richard Abbe | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER 148,639 shares of Common Stock 29,687 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 63,665 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* |
| 6 | SHARED VOTING POWER 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 7 | SOLE DISPOSITIVE POWER 148,639 shares of Common Stock 29,687 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 63,665 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 8 |
SHARED DISPOSITIVE POWER 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)*
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,393 shares of Common Stock 178,103 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 271,999 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% (See Item 4)* | |
| 12 | TYPE OF REPORTING PERSON IN | |
* As more fully described in Item 4, the Series A, D and E Warrants are subject to a 4.9% blocker and the Series C and F Warrants are subject to a 9.9% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
| 1 | NAMES OF REPORTING PERSONS Kimberly Page | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 382,754 shares of Common Stock 148,416 shares of Common Stock issuable upon exercise of Series D and E Warrants (See Item 4)* 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)* |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 208,334 shares of Common Stock issuable upon exercise of Series C and F Warrants (See Item 4)*
| |
| 10 |
CHECK BOX
|
o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% (See Item 4)* | |
| 12 | TYPE OF REPORTING PERSON IN | |
* As more fully described in Item 4, the Series A, D and E Warrants are subject to a 4.9% blocker and the Series C and F Warrants are subject to a 9.9% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
This Amendment No. 3 (this “Amendment”) amends the statement on Schedule 13G filed on March 13, 2015, as amended on February 8, 2016 and February 14, 2017 (the “Original Schedule 13G”) with respect to the Common Stock, $0.001 par value (the “Common Stock”) of TapImmune Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.
| Item 4. | Ownership. |
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 10,605,724 shares of Common Stock issued and outstanding as of December 26, 2017, as represented in the Company’s prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 29, 2017.
Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise (i) any of the Reported Warrants that are Series D or Series E Warrants if the Reporting Persons would beneficially own, after any such exercise, more than 4.9% of the outstanding shares of Common Stock or (ii) any of the Reported Warrants that are Series C or Series F Warrants if the Reporting Persons would beneficially own, after any such exercise, more than 9.9% of the outstanding shares of Common Stock (the applicable “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the applicable Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Warrants due to the applicable Blockers.
As of the date of the event which requires filing of this statement, (i) Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 382,754 shares of Common Stock and Reported Warrants to purchase 498,600 shares of Common Stock and (ii) Mr. Abbe indirectly held 48,775 shares of Common Stock and Reported Warrants to purchase 22,000 shares of Common Stock. In addition, each of The Samantha Abbe Irrevocable Trust, The Talia Abbe Irrevocable Trust and The Bennett Abbe Irrevocable Trust held 25,956, 25,954 and 25,954 shares of Common Stock, respectively, and Reported Warrants to purchase 23,785, 23,784 and 23,783 shares of Common Stock, respectively.
Mr. Abbe shares authority and responsibility for the investments made on behalf of the Fund with Ms. Page, each of whom is a director of the Fund. Iroquois is the investment manager for Iroquois Master Fund and Mr. Abbe is the President of Iroquois. American Capital dissolved as of December 31, 2017 and distributed securities held by it to its members. In addition, by virtue of his position as a custodian or trustee of certain Accounts (The Samantha Abbe Irrevocable Trust, The Talia Abbe Irrevocable Trust and The Bennett Abbe Irrevocable Trust), Mr. Abbe may be deemed to be the beneficial owner of the shares of Common Stock held by, and underlying the Reported Warrants (subject to the applicable Blockers) held by, such Accounts. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: |
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2018
|
IROQUOIS CAPITAL MANAGEMENT L.L.C.
By: /s/ Richard Abbe Richard Abbe, Authorized Signatory
/s/ Richard Abbe Richard Abbe
/s/ Kimberly Page Kimberly Page |