Filed pursuant to Rule 424(b)(7)
Registration No. 333-220538
PROSPECTUS SUPPLEMENT NO. 2
Dated June 21, 2018
(To prospectus dated December 29, 2017)
10,866,425 Shares of Common Stock
This Prospectus Supplement No. 2 supplements the prospectus dated December 29, 2017 included in a registration statement that we filed with the SEC (together the “Prospectus”) covering the registering for resale by the selling stockholders named in the Prospectus of 4,408,014 shares of our common stock and registering 6,458,411 shares of our common stock issuable upon the exercise of the warrants described in the Prospectus by the selling stockholders named in the Prospectus in order for the holders of such warrants to exercise the warrants, in their discretion, as well as for the resale of such shares of common stock by the selling stockholders.
The purpose of this Prospectus Supplement No. 2 is solely to supplement and amend the “Selling Stockholders” table on page 24 of the Prospectus to reflect certain transfers from certain selling stockholders previously identified in the Prospectus to other parties who as a result of such transfers are being added or substituted as selling stockholders which transfers are described in the footnotes of such table.
This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus.
Our common stock is quoted on the Nasdaq Capital Market under the symbol “TPIV.” On June 20, 2018, the last reported sale price of our common stock on the Nasdaq Capital Market was $11.53 per share. You are urged to obtain current market quotations for the common stock.
Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 2 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 21, 2018.
SELLING STOCKHOLDERS
The information in the table appearing under the caption “Selling Stockholders” commencing on page 24 of the Prospectus is hereby supplemented and amended by adding the information below with respect to selling stockholders not previously listed in the Prospectus, and by superseding the information with respect to the selling stockholders identified below that were previously listed in the Prospectus with the information below.
This information set forth in the table below has been updated solely to add or substitute selling stockholders as a result of transfers from selling stockholders previously identified in the Prospectus which transfers are further described in the footnotes. The information below is based on information provided to us by or on behalf of the selling stockholders listed below on or before June 19, 2018 and we have not independently verified this information.
| Name of Selling Stockholder | Number of Owned | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus (1) | Number of Shares of Common Stock Beneficially Owned After Offering (2) | Percentage of Shares of Common Stock Beneficially Owned After the Offering (1) (2) | ||||||||||||
| JNS Holdings Group LLC (3)(4) | 404,834 | 308,535 | 96,299 | * | ||||||||||||
| Kensington Investment Partners LLC (3)(5) | 96,595 | 96,595 | 0 | 0 | % | |||||||||||
| Fortis Business Holdings LLC (3)(6) | 24,420 | 24,420 | 0 | 0 | % | |||||||||||
* Less than 1%.
(1) Includes shares of common stock underlying warrants held by the Selling Stockholder that are covered by this Prospectus, including warrants that, due to contractual restrictions, may not be exercisable if such exercise would result in beneficial ownership greater than 4.9%, 9.9% and 49.9% of our outstanding common stock, as applicable. As these ownership amounts are not calculated according to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, they differ from the amounts shown in the section of this Prospectus entitled “Beneficial Ownership of Principal Stockholders, Officers and Directors”.
(2) Based on 17,142,927 shares of common stock, which includes 10,684,516 shares of common stock issued and outstanding on May 11, 2018, and 6,458,411 shares of common stock being offered in this Prospectus that may be issued upon exercise of the warrants. In determining this amount, we assumed that (i) all 6,458,411 shares of common stock being offered in this Prospectus that may be issued upon exercise of the warrants will be sold and (ii) we issue no other shares of common stock. If these assumptions are incorrect, the number of shares and percentages included in this column will differ from what we have provided.
(3) Represents shares and warrants received upon the dissolution, effective December 31, 2017, of American Capital Management LLC, a selling stockholder previously named in the table, to its members JNS Holdings Group LLC, Kensington Investment Partners LLC and Fortis Business Holdings LLC. Such shares and warrants also reflect assignments prior to the dissolution from other selling stockholders named in the table to American Capital Management LLC as follows: (i) 27,500 shares of common stock issuable upon exercise of the Series C Warrants, 18,601 shares of common stock issuable upon exercise of the Series D Warrants, 12,921 shares of common stock issuable upon exercise of the Series E Warrants, and 24,582 shares of common stock issuable upon exercise of the Series F Warrants from Iroquois Master Fund Ltd., (ii) 1,833 shares of common stock issuable upon exercise of the Series C Warrants, 1,240 shares of common stock issuable upon exercise of the Series D Warrants, 862 shares of common stock issuable upon exercise of the Series E Warrants, and 1,640 shares of common stock issuable upon exercise of the Series F Warrants from The Bennett Abbe Irrevocable Trust, (iii) 5,500 shares of common stock issuable upon exercise of the Series C Warrants, 3,720 shares of common stock issuable upon exercise of the Series D Warrants, 2,584 shares of common stock issuable upon exercise of the Series E Warrants, and 4,917 shares of common stock issuable upon exercise of the Series F Warrants from The Merav Abbe Irrevocable Trust, (iv) 1,833 shares of common stock issuable upon exercise of the Series C Warrants, 1,240 shares of common stock issuable upon exercise of the Series D Warrants, 862 shares of common stock issuable upon exercise of the Series E Warrants, and 1,639 shares of common stock issuable upon exercise of the Series F Warrants from The Samantha Abbe Irrevocable Trust, and (v) 1,833 shares of common stock issuable upon exercise of the Series C Warrants, 1,241 shares of common stock issuable upon exercise of the Series D Warrants, 862 shares of common stock issuable upon exercise of the Series E Warrants, and 1,640 shares of common stock issuable upon exercise of the Series F Warrants from The Talia Abbe Irrevocable Trust to American Capital Management LLC.
(4) The shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus” include 186,666 shares of common stock and 218,168 shares issuable upon the exercise of the warrants set forth below that are held by the stockholder. This amount does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially owned by an affiliate. Josh Silverman, a Director of the Company, is the sole manager of JNS Holdings Group LLC.
The warrants referred to in the immediately preceding paragraph are comprised of (i) 41,667 shares of common stock issuable upon exercise of the Series A Warrants, (ii) 44,000 shares of common stock issuable upon exercise of the Series C Warrants, (iii) 41,667 shares of common stock issuable upon exercise of the Series D Warrants, (iv) 41,666 shares of common stock issuable upon exercise of the Series E Warrants and (v) 49,168 shares of common stock issuable upon exercise of the Series F Warrants.
(5) The shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus” include 48,178 shares of common stock and 48,417 issuable upon the exercise of the warrants set forth below that are held by the stockholder. This amount does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially owned by an affiliate.
The warrants referred to in the immediately preceding paragraph are comprised of (i) 20,833 shares of common stock issuable upon exercise of the Series A Warrants, (ii) 11,000 shares of common stock issuable upon exercise of the Series C Warrants, (iii) 6,750 shares of common stock issuable upon exercise of the Series E Warrants and (iv) 9,834 shares of common stock issuable upon exercise of the Series F Warrants.
(6) The shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus” include 24,420 shares issuable upon the exercise of the warrants set forth below that are held by the stockholder. This amount does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially owned by an affiliate.
The warrants referred to in the immediately preceding paragraph are comprised of (i) 20,833 shares of common stock issuable upon exercise of the Series D Warrants and (ii) 3,587 shares of common stock issuable upon exercise of the Series E Warrants.