UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant

☒

​

Filed by a Party other than the Registrant

☐

​

Check the appropriate box:

☒

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☐

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Under §240.14a-12

​

TAPIMMUNE INC.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐

No fee required.

​

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

(1)

Title of each class of securities to which transaction applies:

​

Common stock of Marker Therapeutics, Inc., par value $0.0001 (“Marker common stock”)

(2)

Aggregate number of securities to which transaction applies:

​

11,200,002 shares

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

​

The maximum aggregate value of the transaction was determined based upon the aggregate value of the securities of Marker Therapeutics, Inc. (“Marker”) to be acquired by TapImmune Inc. (“TapImmune”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of May 15, 2018, among TapImmune, Timberwolf Merger Sub, Inc., and Marker, which value was determined by multiplying one-third of the par value of Marker common stock, $0.0001, by 11,200,002 shares of Marker common stock outstanding on a fully-diluted as-converted to common stock basis. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the amount calculated in the preceding sentence by 0.0001245.

(4)

Proposed maximum aggregate value of transaction:

​

$373.33

(5)

Total fee paid:

​

$0.05

☒

Fee paid previously with preliminary materials.

​

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

​

(1)

Amount Previously Paid:

​

(2)

Form, Schedule or Registration Statement No.:

​

(3)

Filing Party:

​

(4)

Date Filed:

​

To the Stockholders of TapImmune Inc.:

You are cordially invited to attend the 2018 annual meeting of stockholders, or the 2018 Annual Meeting, of TapImmune Inc., a Nevada corporation, which we refer to as TapImmune, which will be held at [•] a.m., local time, on [•], 2018, at the Hyatt Regency Jacksonville Riverfront, 225 East Coastline Drive, Jacksonville, Florida 32202, USA, unless postponed or adjourned to a later date. This is an important meeting that affects your investment in TapImmune.

As previously announced, on May 15, 2018, TapImmune and Marker Therapeutics, Inc., or Marker, entered into an agreement and plan of merger and reorganization, which we refer to, as may be amended from time to time, as the merger agreement, pursuant to which a wholly owned subsidiary of TapImmune will merge with and into Marker with Marker surviving as a wholly owned subsidiary of TapImmune.

At the effective time of the merger, TapImmune will be renamed “Marker Therapeutics, Inc.” and expects to trade under the symbol “MRKR” on the NASDAQ Capital Market. At the effective time of the merger, the board of directors of TapImmune will be reconstituted to have six directors, three of whom will be designated by TapImmune and three of whom will be designated by Marker.

Pursuant to the terms of the merger, Marker stockholders will receive (i) shares of TapImmune’s common stock, par value $0.001 per share, or TapImmune common stock, equal to the number of shares of TapImmune common stock issued and outstanding immediately prior to the effective time of the merger, and (ii) a number of warrants equal to the number of TapImmune warrants and stock options issued and outstanding immediately prior to the effective time of the merger.

As previously announced, on June 8, 2018, TapImmune entered into securities purchase agreements with a group of institutional investors pursuant to which TapImmune will issue and sell to the investors in a private placement transaction 17,500,000 shares of TapImmune common stock for $4.00 per share, resulting in $70 million of gross proceeds to TapImmune. In the private placement transaction, each investor also will receive warrants to purchase 0.75 shares of TapImmune common stock for each share of TapImmune common stock purchased, with an exercise price of  $5.00 per whole share, or warrants to purchase an aggregate of 13,125,000 shares of TapImmune common stock. TapImmune also will issue to the lead placement agent in the private placement transaction, as partial consideration for its placement agent fees, warrants to purchase 350,000 shares of TapImmune common stock with an exercise price of $5.00 per whole share. The issuance and sale of the securities to these investors and the lead placement agent will be completed concurrently with the closing of the merger with Marker.

Accordingly, immediately following the effective time of the merger, before taking into account the issuance of shares in the private placement transaction described above, Marker’s stockholders and TapImmune’s current stockholders will each own 50% of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised). After taking into account the issuance of shares in the private placement transaction described above, immediately following the effective time of the merger, the pro forma ownership of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised) will be approximately as follows: Marker’s stockholders 27.5%, TapImmune’s current stockholders 27.5%, and the private placement transaction stockholders 45%.

At the 2018 Annual Meeting, TapImmune will ask its stockholders to consider and vote upon the following proposals:

1.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement.

​

2.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction.

​

3.

To approve two separate proposals to amend TapImmune’s articles of incorporation to:

​

a.

increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon exercise of warrants, in each case, to Marker stockholders in connection with the merger and to the investors in the private placement transaction, and

​

b.

change the name of TapImmune to “Marker Therapeutics, Inc.”

​

4.

To approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation.

​

5.

To approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the 2014 Omnibus Stock Ownership Plan, or the TapImmune Plan, by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger.

​

6.

To elect seven persons as directors of TapImmune; provided, however, that if the merger is completed, the board of directors of TapImmune will be reconstituted as set forth in the merger agreement.

​

7.

To approve on a non-binding advisory basis TapImmune’s 2017 executive compensation.

​

8.

To ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

​

9.

To consider and vote on a proposal to adjourn the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2018 Annual Meeting to approve items 1, 2, 3a, 3b, 4, or 5 above.

​

10.

To transact such other business as may properly come before the 2018 Annual Meeting or any adjournment or postponement thereof.

​

Proposals 1, 2, 3a, 3b, 4, and 5 are conditioned upon each other, and the approval of each such proposal is a condition to the completion of the merger. Therefore, the completion of the merger cannot proceed without the approval of Proposals 1, 2, 3a, 3b, 4, and 5.

After careful consideration, TapImmune’s board of directors has approved the merger agreement and the proposals referred to above and has determined that they are advisable, fair and in the best interests of TapImmune stockholders. Detailed descriptions of the strategic and financial analysis supporting this determination are contained in this proxy statement. Accordingly, TapImmune’s board of directors unanimously recommends that stockholders vote “FOR” the issuance of TapImmune common stock, warrants to purchase TapImmune common stock, and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement, “FOR” the issuance of TapImmune common stock, warrants to purchase TapImmune common stock, and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction, “FOR” the amendment to TapImmune’s articles of incorporation to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, “FOR” the amendment to TapImmune’s articles of incorporation to change the name of TapImmune to “Marker Therapeutics, Inc.,” “FOR” the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation, “FOR” an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger, “FOR” the election of seven nominees for election to the board of directors of TapImmune, “FOR” TapImmune’s 2017 executive compensation, “FOR” the ratification of the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and “FOR” the adjournment of the 2018 Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes at the time of the 2018 Annual Meeting to approve the issuance of TapImmune common stock and warrants to purchase common stock pursuant to the merger agreement and private placement transaction, or the charter amendments, or the reincorporation or the TapImmune Plan amendment.

More information about TapImmune, Marker, the proposed transactions and the proposals to be voted on at the 2018 Annual Meeting are contained in the accompanying proxy statement. TapImmune urges you to read the proxy statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 13.

Your vote is important. Whether or not you expect to attend the 2018 Annual Meeting in person, please complete, date, sign and promptly return the accompanying proxy card in the enclosed postage paid envelope to ensure that your shares will be represented and voted at the 2018 Annual Meeting.

TapImmune is excited about the opportunities the merger brings to its stockholders, and we thank you for your consideration and continued support.

Yours sincerely,
 
 
Peter L. Hoang
President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger described in this proxy statement or the TapImmune common stock to be issued in connection with the merger or determined if this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement is dated [•], 2018, and is first being mailed to stockholders on or about [•], 2018.

TAPIMMUNE INC.

5 W. FORSYTH STREET, SUITE 200, JACKSONVILLE, FL 32202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2018

To the Stockholders of TapImmune Inc.:

The 2018 annual meeting of stockholders, or the 2018 Annual Meeting, of TapImmune Inc., or TapImmune, will be held at [•] a.m., local time, on [•], 2018, at the Hyatt Regency Jacksonville Riverfront, 225 East Coastline Drive, Jacksonville, Florida 32202, USA, to consider and act upon the following matters:

1.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement.

​

2.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction.

​

3.

To approve two separate proposals to amend TapImmune’s articles of incorporation to:

​

a.

increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon exercise of warrants, in each case, to Marker stockholders in connection with the merger and to the investors in the private placement transaction; and

​

b.

change the name of TapImmune to “Marker Therapeutics, Inc.”

​

4.

To approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation.

​

5.

To approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger.

​

6.

To elect seven persons as directors of TapImmune; provided, however, that if the merger is completed, the board of directors of TapImmune will be reconstituted as set forth in the merger agreement.

​

7.

To approve on a non-binding advisory basis TapImmune’s 2017 executive compensation.

​

8.

To ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

​

9.

To consider and vote on a proposal to adjourn the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2018 Annual Meeting to approve items 1, 2, 3a, 3b, 4, or 5 above.

​

10.

To transact such other business as may properly come before the 2018 Annual Meeting or any adjournment or postponement thereof.

​

TapImmune common stock is the only type of security entitled to vote at the 2018 Annual Meeting. The board of directors has fixed [•], 2018 as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2018 Annual Meeting and any adjournment or postponement thereof. Only holders of record of shares of TapImmune common stock at the close of business on the record date are entitled to notice of, and to vote at, the 2018 Annual Meeting. At the close of business on the record date, TapImmune had [•] shares of common stock outstanding and entitled to vote at the 2018 Annual Meeting. Each holder of record of shares of TapImmune common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the 2018 Annual Meeting.

Your vote is important. The affirmative vote of the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting is required for approval of Proposal 1, Proposal 2, Proposal 5, Proposal 7, Proposal 8, and Proposal 9 above. The affirmative vote of the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting is required for approval of Proposal 3a, Proposal 3b, and Proposal 4 above. Proposal 6 above, the election of directors, will be determined by a plurality of the votes cast at the 2018 Annual Meeting.

Whether or not you plan to attend the 2018 Annual Meeting in person, please complete, date, sign and promptly return the accompanying proxy card in the enclosed postage paid envelope to ensure that your shares will be represented and voted at the 2018 Annual Meeting. If you date, sign and return your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of Proposals 1 through 9. The failure to return your proxy card or to vote in person at the 2018 Annual Meeting will have the same effect as a vote against Proposal 3a, Proposal 3b, and Proposal 4. If you attend the 2018 Annual Meeting, you may, upon your written request, withdraw your proxy and vote in person.

By Order of the Board of Directors of TapImmune Inc.
 
 
Peter L. Hoang
President and Chief Executive Officer

[•], 2018
Jacksonville, FL

TAPIMMUNE’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE, FAIR, AND IN THE BEST INTERESTS OF TAPIMMUNE AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED EACH SUCH PROPOSAL. TAPIMMUNE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TAPIMMUNE STOCKHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder, contains a notice of meeting with respect to the 2018 Annual Meeting of stockholders, or the 2018 Annual Meeting, at which TapImmune stockholders will consider and vote on the proposals to approve the issuance of common stock, par value $0.001 per share, of TapImmune, or TapImmune common stock, issuable to the holders of common stock, par value $0.0001, of Marker, or Marker common stock, and shares of TapImmune common stock issuable upon exercise of warrants, pursuant to the merger agreement described in this proxy statement; to approve the issuance of TapImmune common stock and TapImmune common stock issuable upon exercise of warrants to purchasers in the private placement transaction described in this proxy statement; to approve amendments to TapImmune’s articles of incorporation to: (a) increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock to Marker stockholders in connection with the merger and to the purchasers in the private placement transaction, and (b) change the name of TapImmune to “Marker Therapeutics, Inc.”; to approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation; to increase the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger; to elect seven persons as directors; to approve on a non-binding advisory basis TapImmune’s 2017 executive compensation; to ratify the appointment of Marcum LLP as TapImmune’s registered public accounting firm for the fiscal year ending December 31, 2018; and to consider and vote on a proposal to adjourn the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2018 Annual Meeting in favor of Proposals 1, 2, 3a, 3b, 4, or 5 above.

Additional business and financial information about TapImmune can be found in documents previously filed by TapImmune with the U.S. Securities and Exchange Commission, or the SEC. This information is available to you without charge at the SEC’s website at www.sec.gov.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON [•], 2018:

In addition to receiving the proxy statement from TapImmune in the mail or obtaining the information on the SEC’s website, TapImmune stockholders will also be able to obtain the proxy statement, free of charge, from TapImmune by requesting copies in writing using the following contact information:

TAPIMMUNE INC.
Attn: Investor Relations
5 W. Forsyth Street, Suite 200
Jacksonville, FL 32202
Tel: (904) 516-5436

A copy of the proxy statement is also available, free of charge, at www.proxyandprinting.com and under the Investor Relations — Financial Information section of TapImmune’s website at www.TapImmune.com.

You may also request additional copies from our proxy solicitor, Georgeson, LLC, or Georgeson, using the following contact information:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
1-866-431-2096
or
1-781-575-2137 if calling from outside of the United States

IF YOU WOULD LIKE TO REQUEST MATERIALS, PLEASE DO SO BY [•], 2018 IN ORDER TO RECEIVE THEM BEFORE THE 2018 ANNUAL MEETING.

See “Where You Can Find More Information” beginning on page 193 of this proxy statement.

Except as otherwise specifically noted in this proxy statement “TapImmune,” “we,” “our,” “us,” and similar words refer to TapImmune Inc., including in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Marker Therapeutics, Inc. as “Marker”, we refer to Timberwolf Merger Sub, Inc. as “Merger Sub”, and we refer to the Agreement and Plan of Merger and Reorganization, dated as of May 15, 2018, among TapImmune, Timberwolf Merger Sub, Inc., and Marker, as it may be further amended from time to time, as the “merger agreement.” References in this proxy statement to the “combined company” refer to TapImmune and Marker, together with their respective subsidiaries, following the completion of the merger.

In addition, throughout this proxy statement, we refer to the stockholders of TapImmune as the “TapImmune stockholders,” the stockholders of Marker as the “Marker stockholders” and the transactions contemplated by the merger agreement, including the issuance of TapImmune common stock to the Marker stockholders, as, collectively, the “merger.”

NOTE REGARDING TRADEMARKS

TapImmune® is TapImmune’s trade name and a registered trademark of TapImmune.

Marker Therapeutics is Marker’s trade name and a pending trademark application of Marker.

The other trademarks, trade names and service marks appearing in this proxy statement are the property of their respective holders.

GLOSSARY

TABLE OF CONTENTS

i

ii

iii

iv

v

QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING AND THE MERGER

The following section provides answers to frequently asked questions about the 2018 Annual Meeting and the merger. This section, however, only provides summary information. These questions and answers may not address all issues that may be important to you as a stockholder. For a more complete response to these questions and for additional information, please refer to the cross-referenced pages below. You should carefully read this entire proxy statement, including each of the Annexes attached hereto.

Q:

Why am I receiving this proxy statement?

​

A:

You are receiving this proxy statement because you have been identified as a stockholder of TapImmune as of the record date, and thus you are entitled to vote at TapImmune’s 2018 Annual Meeting. This document serves as a proxy statement used to solicit proxies for the 2018 Annual Meeting. This document contains important information about the merger and the 2018 Annual Meeting of TapImmune, and you should read it carefully.

​

Q:

When and where is the 2018 Annual Meeting?

​

A:

The 2018 Annual Meeting will be held on [•], 2018, at [•], local time, at the Hyatt Regency Jacksonville Riverfront, 225 East Coastline Drive, Jacksonville, Florida 32202, USA.

​

Q:

Who is entitled to vote at the 2018 Annual Meeting?

​

A:

Only stockholders of record as of the close of business on [•], 2018, or the record date, will be entitled to vote at the 2018 Annual Meeting. As of the close of business on the record date, there were [•] shares of TapImmune common stock issued and outstanding and entitled to vote, held by [•] stockholders of record. Each stockholder is entitled to one vote for each share of TapImmune common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

​

Q:

What proposals will be considered at the 2018 Annual Meeting?

​

A:

At the 2018 Annual Meeting, you will be asked to consider and vote on the following proposals:

​

•

a proposal to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement;

​

•

a proposal to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction;

​

•

a proposal to amend TapImmune’s articles of incorporation to:

​

•

increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon the exercise of warrants, in each case, to the Marker stockholders in connection with the merger and to the investors in the private placement transaction; and

​

•

change the name of TapImmune to “Marker Therapeutics, Inc.”

​

•

a proposal to approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation;

​

•

a proposal to approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger;

​

•

a proposal to elect seven persons as directors;

​

vi

•

a proposal to approve on a non-binding advisory basis TapImmune’s 2017 executive compensation;

​

•

a proposal to ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

​

•

a proposal to consider and vote on a proposal to adjourn the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2018 Annual Meeting to approve items 1, 2, 3a, 3b, 4 or 5 above; and

​

•

a proposal to transact such other business as may properly come before the 2018 Annual Meeting or any adjournment or postponement thereof.

​

Q:

What is the merger?

​

A:

TapImmune and Marker have entered into an Agreement and Plan of Merger and Reorganization, dated as of May 15, 2018, that contains the terms and conditions of the proposed business combination of TapImmune and Marker. Under the merger agreement, Timberwolf Merger Sub, Inc., a wholly owned subsidiary of TapImmune, will merge with and into Marker, with Marker surviving as a wholly owned subsidiary of TapImmune. This transaction is referred to as the merger.

​

Pursuant to the terms of the merger, Marker stockholders will receive (i) shares of TapImmune’s common stock equal to the number of shares of TapImmune common stock issued and outstanding immediately prior to the effective time of the merger, and (ii) a number of warrants equal to the number of TapImmune warrants and stock options issued and outstanding immediately prior to the effective time of the merger, as described further in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81 of this proxy statement. Accordingly, immediately following the effective time of the merger, before taking into account the issuance of shares in the private placement transaction occurring concurrently with the merger, Marker’s stockholders and TapImmune’s current stockholders will each own 50% of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised). After taking into account the issuance of shares in the private placement transaction occurring concurrently with the merger, immediately following the effective time of the merger, the pro forma ownership of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised) will be approximately as follows: Marker’s stockholders 27.5%, TapImmune’s current stockholders 27.5%, and the private placement transaction stockholders 45.0%.

For a more complete description of the merger, please see the section entitled “The Merger Agreement” beginning on page 81 of this proxy statement. For a discussion of the accounting treatment for the merger, see the section entitled “Accounting Treatment” beginning on page 10 of this proxy statement.

Q:

What will happen if the TapImmune stockholders do not vote to approve the issuance of TapImmune common stock pursuant to the merger agreement described in Proposal 1, the issuance of TapImmune common stock pursuant to the private placement transaction described in Proposal 2, the amendments to the articles of incorporation of TapImmune described in Proposal 3a and 3b, the Reincorporation from Nevada to Delaware described in Proposal 4 or the increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan described in Proposal 5?

​

A:

Stockholder approval of the issuance of TapImmune common stock pursuant to the merger agreement described in Proposal 1, the issuance of TapImmune common stock pursuant to the private placement transaction described in Proposal 2, the amendments to the certificate of incorporation of TapImmune described in Proposal 3a and 3b, the Reincorporation from Nevada to Delaware in Proposal 4 and the increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan in Proposal 5 are conditions to the consummation of the merger. If any of these proposals are not approved, the merger agreement may be terminated by TapImmune or Marker. In the event of termination for failure of TapImmune stockholders to approve the stock issuance described in Proposal 1, or the amendment to the articles of incorporation of TapImmune described in Proposals 3a and 3b, or the reincorporation in Proposal 4, or the increase in the number of authorized shares of

​

vii

TapImmune common stock reserved for issuance under the TapImmune Plan in Proposal 5, TapImmune will be required to pay to Marker up to $500,000 of out-of-pocket costs incurred by Marker in connection with the transactions, and, should certain other triggering events occur, TapImmune will be required to pay to Marker a termination fee of  $1.5 million (which amount would be reduced by any prior expense reimbursement). For additional information relating to termination rights under the merger agreement, please refer to the sections below entitled “The Merger Agreement — Termination” and “The Merger Agreement — Termination Fee” beginning on pages 94 and 95, respectively.

Q:

What will happen to TapImmune if, for any reason, the merger with Marker does not close?

​

A:

TapImmune has invested significant time and incurred, and expects to continue to incur, significant expenses related to the proposed merger with Marker. In the event the merger does not close, TapImmune may have limited ability to obtain additional financing to continue on a standalone basis. Although TapImmune’s board of directors may elect to, among other things, attempt to raise additional financing or complete another strategic transaction if the merger with Marker does not close, TapImmune’s board of directors may instead divest all or a portion of TapImmune’s business or take steps necessary to liquidate or dissolve TapImmune’s business and assets if additional financing or a viable alternative strategic transaction is not available.

​

Q:

Why is TapImmune proposing to merge with Marker?

​

A:

TapImmune’s board of directors considered a number of factors that supported its decision to approve the merger agreement. In the course of its deliberations, TapImmune’s board of directors also considered a variety of risks and other countervailing factors related to entering into the merger agreement.

​

For a more complete discussion of TapImmune’s reasons for the merger, please see the section entitled “The Merger — TapImmune’s Reasons for the Merger” beginning on page 60 of this proxy statement.

Q:

What is required to consummate the merger?

​

A:

To consummate the merger, TapImmune stockholders must approve (i) the issuance of shares of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger, which requires the affirmative vote of the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting, (ii) the issuance of shares of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction, which requires the affirmative vote of the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting, and (iii) the amendment of TapImmune’s articles of incorporation to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, which requires the affirmative vote of the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting. In addition, Marker stockholders must adopt the merger agreement, which requires the affirmative vote of the holders of a majority of the shares of Marker’s capital stock outstanding. On May 15, 2018, by the requisite vote, the stockholders of Marker adopted the merger agreement pursuant to a written consent in lieu of a meeting, and approved the merger and related transactions pursuant to the terms of the merger agreement. In addition to obtaining TapImmune stockholder approval, each of the other closing conditions set forth in the merger agreement must be satisfied or waived.

​

For a more complete description of the closing conditions under the merger agreement, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 85 of this proxy statement.

viii

Q:

Are there any federal or state regulatory requirements that must be complied with or federal or state regulatory approvals or clearances that must be obtained in connection with the merger?

​

A:

In the United States, TapImmune must comply with applicable federal and state securities laws and NASDAQ rules and regulations in connection with the issuance of shares of TapImmune common stock in the merger and private placement transaction, including the filing with the SEC of this proxy statement. Prior to consummation of the merger and the completion of the private placement transaction, TapImmune intends to file an additional listing application with the NASDAQ Capital Market to effect the listing of the TapImmune common stock to be issued pursuant to the merger and the private placement transaction under its new name “Marker Therapeutics, Inc.” and new symbol “MRKR”, including all shares of TapImmune common stock issuable in connection with the merger and the private placement transaction or upon exercise of warrants issuable in connection with the merger and the private placement transaction.

​

Q:

What will Marker stockholders receive in the merger?

​

A:

Pursuant to the terms of the merger, Marker stockholders will receive (i) shares of TapImmune’s common stock equal to the number of shares of TapImmune common stock issued and outstanding immediately prior to the effective time of the merger, and (ii) a number of warrants equal to the number of TapImmune warrants and stock options issued and outstanding immediately prior to the effective time of the merger, as described further in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81 of this proxy statement. Accordingly, immediately following the effective time of the merger, before taking into account the issuance of shares in the private placement transaction described above, Marker’s stockholders and TapImmune’s current stockholders will each own 50% of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised). After taking into account the issuance of shares in the private placement transaction occurring concurrently with the merger, immediately following the effective time of the merger, the pro forma ownership of the issued and outstanding shares of TapImmune common stock on a fully diluted basis (assuming all issued and outstanding warrants and options are exercised) will be approximately as follows: Marker’s stockholders 27.5%, TapImmune’s current stockholders 27.5%, and the private placement transaction stockholders 45.0%.

​

For a more complete discussion of the exchange ratio at the effective time of the merger, please see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81 of this proxy statement.

Q:

Who will be the directors and executive officers of the combined company following the merger?

​

A:

Effective upon the consummation of the merger, the board of directors of the combined company will be reconstituted pursuant to the terms of the merger agreement to have a six-member board of directors, comprised of three directors designated by TapImmune and three directors designated by Marker. Each board committee will be comprised of at least three (3) directors, the members of which will be determined by the parties based upon NASDAQ and SEC independence rules regarding who can sit on each committee and qualifications for each committee.

​

The combined company’s officers are expected to be the current officers of TapImmune. In addition, after consummation of the merger, TapImmune intends to appoint Juan Vera, M.D. as its Chief Development Officer, and Ann Leen Ph.D. as its Chief Scientific Officer.

For a more complete discussion of the directors and executive officers of the combined company following the merger, please see the section entitled “The Merger Agreement — Directors and Officers Following the Merger” beginning on page 90 of this proxy statement.

Q:

What are the material federal income tax consequences of the merger to me?

​

A:

TapImmune stockholders will not sell, exchange or dispose of any shares of TapImmune common stock as a result of the merger. Therefore, there will be no material U.S. federal income tax consequences to TapImmune stockholders as a result of the merger.

​

ix

For a more complete description of the tax consequences of the merger, please see the section entitled “The Merger — Certain U.S. Federal Income Tax Considerations” beginning on page 80 of this proxy statement.

Q:

Why is TapImmune seeking stockholder approval to issue shares of TapImmune common stock and warrants to purchase TapImmune common stock to the Marker stockholders and to purchasers of TapImmune common stock and warrants to purchase TapImmune common stock in the private placement transaction?

​

A:

Because TapImmune common stock is listed on the NASDAQ Capital Market, TapImmune is subject to NASDAQ Marketplace Rules. Rule 5635 of NASDAQ Marketplace Rules requires stockholder approval if, as is the case here, a listed company issues common stock or securities convertible into or exercisable for common stock in a private placement transaction equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance for less than the greater of book or market value of the stock. Accordingly, TapImmune is seeking stockholder approval of these issuances of common stock under NASDAQ Marketplace Rules.

​

Q:

What risks should TapImmune stockholders consider in deciding whether to vote in favor of the share issuance and name change?

​

A:

TapImmune stockholders should carefully read the section of this proxy statement entitled “Risk Factors” beginning on page 13, which sets forth certain risks and uncertainties related to the merger, the private placement transaction and risks and uncertainties to which the combined company’s business will be subject, risks and uncertainties to which TapImmune, as an independent company, is subject, and risks and uncertainties to which Marker, as an independent company, is subject.

​

Q:

When do you expect the merger to be consummated?

​

A:

TapImmune and Marker anticipate that the consummation of the merger will occur in the fourth quarter of 2018, as promptly as practicable after the 2018 Annual Meeting and following satisfaction or waiver of all closing conditions. However, the exact timing of the consummation of the merger is not yet known. For a more complete description of the closing conditions under the merger agreement, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 85 of this proxy statement.

​

Q:

How will the merger affect stock options and warrants to acquire TapImmune common stock and TapImmune’s stock option plans?

​

A:

All stock options and warrants to acquire shares of TapImmune common stock that are outstanding immediately prior to the effective time of the merger will remain outstanding following the effective time of the merger.

​

Q:

Am I entitled to appraisal rights?

​

A:

TapImmune stockholders are not entitled to appraisal rights in connection with the merger or any of the proposals to be voted on at the 2018 Annual Meeting.

​

Q:

Have Marker stockholders agreed to adopt the merger agreement?

​

A:

Yes. On May 15, 2018, Marker stockholders adopted the merger agreement and approved the merger and related transactions pursuant to the terms of the merger agreement, in each case pursuant to a written consent in lieu of a meeting.

​

In addition, in connection with the execution of the merger agreement, holders beneficially owning approximately 97% of the shares of Marker’s outstanding capital stock, including Marker’s directors and executive officers, have entered into voting and lock-up agreements with TapImmune that provide, among other things, that such stockholders shall vote in favor of the adoption of the merger agreement and against any proposal made in opposition to, or in any competition with, the merger.

x

Q:

Have any of TapImmune’s stockholders agreed to vote in favor of the issuance of the shares in the merger?

​

A:

Yes. In connection with the execution of the merger agreement, certain TapImmune stockholders and TapImmune’s directors and executive officers beneficially owning as of June 29, 2018, approximately 36.6% of the shares of TapImmune’s outstanding common stock (excluding, for purposes of such calculation, any warrants or options held by them), have entered into either voting and support agreements, or voting and lock-up agreements, respectively, with Marker that provide, among other things, that such stockholders shall vote in favor of the adoption of the merger agreement and against any proposal made in opposition to, or in any competition with, the merger.

​

Q:

Has TapImmune or Marker entered into any agreements with Marker’s and TapImmune’s stockholders restricting the transfer of shares of their common stock?

​

A:

Yes. Marker’s stockholders holding approximately 97% of the outstanding shares of Marker common stock, and TapImmune’s directors and executive officers beneficially owning as of June 29, 2018, approximately 7.6% of the shares of TapImmune’s outstanding common stock (including, for purposes of such calculation, any warrants or options held by them), have executed voting and lock-up agreements which restrict the transfer of the shares of TapImmune and Marker capital stock held by the respective signatory stockholders, both before, and for 180 days following, the closing of the merger.

​

Q:

How does TapImmune’s board of directors recommend that TapImmune stockholders vote?

​

A:

After careful consideration, TapImmune’s board of directors unanimously recommends that TapImmune stockholders vote:

​

•

FOR Proposal 1 to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger;

​

•

FOR Proposal 2 to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction;

​

•

FOR Proposal 3a to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000;

​

•

FOR Proposal 3b to change the name of TapImmune to “Marker Therapeutics, Inc.”;

​

•

FOR Proposal 4 to approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation;

​

•

FOR Proposal 5 to approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger;

​

•

FOR Proposal 6 to elect seven persons as directors;

​

•

FOR Proposal 7 to approve on a non-binding advisory basis TapImmune’s 2017 executive compensation;

​

•

FOR Proposal 8 to ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

​

•

FOR Proposal 9 to approve an adjournment of the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2, 3a, 3b, 4 or 5.

​

xi

Q:

May I vote in person?

​

A:

If you are a stockholder of TapImmune and your shares of TapImmune common stock are registered directly in your name with TapImmune’s transfer agent, Island Stock Transfer, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by TapImmune. If you are a TapImmune stockholder of record, you may attend the 2018 Annual Meeting to be held on [•], 2018 and vote your shares in person, rather than signing and returning your proxy.

​

If your shares of TapImmune common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you together with a voting instruction card by such bank, broker or other nominee. As the beneficial owner, you are also invited to attend the 2018 Annual Meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2018 Annual Meeting unless you obtain a proxy from your broker issued in your name giving you the right to vote the shares at the 2018 Annual Meeting.

Q:

If my TapImmune shares are held in “street name” by my broker, will my broker vote my shares for me?

​

A:

Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters, as discussed further below. Your broker will not be able to vote your shares of TapImmune common stock without specific instructions from you for “non-routine” matters.

​

If your shares are held by your broker or other agent as your nominee, you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker or other agent to vote your shares.

Q:

What are “broker non-votes”?

​

A:

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” “Broker non-votes” occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. Since brokers are permitted to vote on “routine” matters without instructions from the beneficial owner, “broker non-votes” do not occur with respect to “routine” matters. Proposal 8 to ratify the appointment of Marcum LLP as TapImmune’s registered public accounting firm for the fiscal year ending December 31, 2018 is the only routine matter to be voted on at the 2018 Annual Meeting. Banks, brokers and other nominees do not have discretion to vote your shares with respect to any other proposal to be voted on.

​

Q:

How do I cast my vote if I am a stockholder of record?

​

A:

If you are a stockholder with shares registered in your name with TapImmune’s transfer agent, Island Stock Transfer, on the record date, you may vote in person at the 2018 Annual Meeting or vote by proxy by telephone or Internet or by mail. Whether or not you plan to attend the 2018 Annual Meeting, please vote as soon as possible to ensure your vote is counted. You may still attend the 2018 Annual Meeting and vote in person even if you have already voted by proxy. For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The 2018 Annual Meeting — Voting Procedures” beginning on page 47.

​

•

To vote in person.   You may attend the 2018 Annual Meeting and TapImmune will give you a ballot when you arrive. If you need directions to the meeting, please refer to page 45 of this proxy statement.

​

•

To vote by proxy by telephone or Internet.   If you have telephone or Internet access, you may submit your proxy by following the instructions provided in this proxy statement, or by following the instructions provided with your proxy materials and on the enclosed proxy card or voting instruction card.

​

xii

•

To vote by proxy by mail.   You may submit your proxy by mail by completing and signing the enclosed proxy card and mailing it in the enclosed envelope. Your shares will be voted as you have instructed.

​

Q:

How do I cast my vote if I am a beneficial owner of shares registered in the name of my broker or bank?

​

A:

If you are a beneficial owner of shares registered in the name of your broker, bank, dealer or other similar organization, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from TapImmune. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or other agent. To vote in person at the 2018 Annual Meeting, you must obtain a valid proxy from your broker or other agent. Follow the instructions from your broker or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.

​

Q:

How many votes do I have?

​

A:

On each matter to be voted upon, you have one vote for each share of TapImmune common stock you hold as of the record date.

​

Q:

What if I return a proxy card but do not make specific choices?

​

A:

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the approval of the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement, “FOR” the approval of the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction, “FOR” the amendment to TapImmune’s articles of incorporation to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, “FOR” the amendment to TapImmune’s articles of incorporation to change the name of TapImmune to “Marker Therapeutics, Inc.,” “FOR” the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation, “FOR” an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger, “FOR” the election of seven nominees for election to the board of directors of TapImmune, “FOR” TapImmune’s 2017 executive compensation, “FOR” the ratification of the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and “FOR” the adjournment of the 2018 Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the issuance of TapImmune common stock pursuant to the merger agreement or the private placement transaction, or the charter amendments, or the reincorporation or the TapImmune Plan amendment at the time of the 2018 Annual Meeting. If any other matter is properly presented at the 2018 Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

​

Q:

What other matters may arise at the 2018 Annual Meeting?

​

A:

Other than the proposals described in this proxy statement, TapImmune does not expect any other matters to be presented for a vote at the 2018 Annual Meeting. If any other matter is properly brought before the 2018 Annual Meeting, your proxy gives authority to the individuals named on your proxy card to vote on such matters in their discretion.

​

Q:

What constitutes a quorum for purposes of the 2018 Annual Meeting?

​

A:

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least one third of the issued and outstanding shares entitled to vote are present or represented by proxy at the 2018 Annual Meeting. On the record date, there were [•] shares of

​

xiii

TapImmune common stock issued and outstanding and entitled to vote. Accordingly, the holders of  [•] shares must be present at the 2018 Annual Meeting to have a quorum. Your shares will be counted toward the quorum at the 2018 Annual Meeting only if you vote in person at the meeting, you submit a valid proxy vote or your broker, bank, dealer or similar organization submits a valid proxy vote.

Q:

How many votes are needed to approve each proposal?

​

A:

The following votes are required to approve each proposal:

​

•

Proposal 1 — To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 2 — To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 3a — To approve an amendment to TapImmune’s articles of incorporation to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon exercise of warrants, in each case, to Marker stockholders in connection with the merger and to investors in connection with the private placement transaction. “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 3b — To approve an amendment to TapImmune’s articles of incorporation to change the name of TapImmune to “Marker Therapeutics, Inc.” “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 4 — To approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation. “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 5 — To approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 6 — To elect seven persons as directors. The seven nominees receiving the most “FOR” votes (from the votes of shares cast in person or by proxy) will be elected.

​

•

Proposal 7 — To approve on a non-binding advisory basis TapImmune’s 2017 executive compensation. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 8 — To ratify the appointment of Marcum LLP as TapImmune’s registered public accounting firm for the fiscal year ending December 31, 2018. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

xiv

•

Proposal 9 — To approve the proposal to adjourn the 2018 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2, 3a, 3b, 4 or 5. If a quorum is present at the 2018 Annual Meeting, “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal. If a quorum is not present, either (i) the chairperson of the meeting or (ii) any officer entitled to preside at or to act as secretary of the meeting may adjourn the meeting.

​

Q:

What happens if I do not return a proxy card or otherwise provide proxy instructions?

​

A:

The failure to return your proxy card or otherwise provide proxy instructions will have the same effect as voting against Proposals 3a and 3b, and Proposal 4.

​

Q:

May I change my vote after I have submitted a proxy or provided proxy instructions?

​

A:

Any TapImmune stockholder of record voting by proxy, other than those TapImmune stockholders who have executed a voting and lock-up agreement, has the right to revoke the proxy at any time before the polls close at the 2018 Annual Meeting by sending a written notice stating that he, she or it would like to revoke his, her or its proxy to the Corporate Secretary of TapImmune, by providing a duly executed proxy card bearing a later date than the proxy being revoked or by attending the 2018 Annual Meeting and voting in person. Attendance alone at the 2018 Annual Meeting will not revoke a proxy. If a stockholder of TapImmune has instructed a broker to vote its shares of TapImmune common stock that are held in “street name,” the stockholder must follow directions received from its broker to change those instructions.

​

Q:

Can I access these proxy materials on the Internet?

​

A:

Yes. The Notice of Annual Meeting, this proxy statement and the Annexes attached hereto (including TapImmune’s Annual Report on Form 10-K for the year ended December 31, 2017, attached as Annex B-1 hereto) are available for viewing, printing, and downloading at www.proxyandprinting.com. All materials will remain posted on www.proxyandprinting.com at least until the conclusion of the meeting.

​

The Notice of Annual Meeting, this proxy statement and the Annexes attached hereto (including TapImmune’s Annual Report on Form 10-K for the year ended December 31, 2017, attached as Annex B-1 hereto, TapImmune’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, attached as Annex B-2 hereto) are also available, free of charge, in PDF and HTML format under the Investor Relations — Financial Information section of TapImmune’s website at www.TapImmune.com and will remain posted on such website at least until the conclusion of the meeting.

Q:

Where can I find the voting results of the meeting?

​

A:

TapImmune will announce the preliminary voting results at the meeting. TapImmune will publish the results in a Form 8-K filed with the SEC within four business days of the meeting.

​

Q:

What do I need to do now?

​

A:

You are urged to read this proxy statement carefully, including each of the Annexes attached hereto, and to consider how the merger and the other proposals affect you. If your shares are registered directly in your name, you may complete, date and sign the enclosed proxy card and mail return it in the enclosed postage-paid envelope. Alternatively, you can vote by proxy by telephone or Internet, deliver your completed proxy card in person, or vote by completing a ballot in person at the 2018 Annual Meeting.

​

Q:

Who is paying for this proxy solicitation?

​

A:

TapImmune will bear the cost of soliciting proxies, including the printing, mailing, and filing of this proxy statement, the proxy card, and any additional information furnished to TapImmune stockholders. TapImmune has engaged Georgeson, LLC, a proxy solicitation firm, to solicit proxies

​

xv

from TapImmune stockholders. Arrangements will also be made with banks, brokers, nominees, custodians, and fiduciaries who are record holders of TapImmune common stock for the forwarding of solicitation materials to the beneficial owners of TapImmune common stock. TapImmune will, upon request, reimburse these banks, brokers, nominees, custodians, and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

Q:

Who can provide me with additional information and help answer my questions?

​

A:

If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger and the other proposals being considered at the 2018 Annual Meeting, including the procedures for voting your shares, you should contact Georgeson, TapImmune’s proxy solicitor, by telephone at 1-866-431-2096 or 1-781-575-2137 if calling from outside of the United States.

​

xvi

​

1

2

3

4

​

5

​

6

7

8

9

​

​

​

As of June 30, 2018

​

​

​

​

Historical

​

​

Adjustments

​

​

Pro Forma

​

​

​

​

​

​

​

​

​

​

(in thousands) (unaudited)

​

​

​

​

​

​

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

7,783

​

​

​

​

$

—

​

​

​

​

$

7,783

​

​

Total assets

​

​

​

$

7,892

​

​

​

​

$

—

​

​

​

​

$

7,892

​

​

Total liabilities

​

​

​

$

3,747

​

​

​

​

$

—

​

​

​

​

$

3,747

​

​

Common Stock, $.001 par value

​

​

​

$

14

​

​

​

​

$

125,863(1)

​

​

​

​

$

125,876

​

​

Additional paid-in capital

​

​

​

$

170,288

​

​

​

​

$

—

​

​

​

​

$

170,288

​

​

Accumulated deficit

​

​

​

$

(166,157)

​

​

​

​

$

(125,863)(1)

​

​

​

​

$

(292,020)

​

​

Total stockholders’ equity

​

​

​

$

4,145

​

​

​

​

$

—

​

​

​

​

$

4,145

​

​

Total liabilities and stockholders’ equity

​

​

​

$

7,892

​

​

​

​

$

—

​

​

​

​

$

7,892

​

​

​

10

​

​

​

Price Range

​

​

​

​

High

​

​

Low

​

Fiscal year ending December 31, 2018:

​

​

​

​

​

​

​

​

​

​

​

​

​

3rdQuarter

​

​

​

$

10.92

​

​

​

​

$

6.53

​

​

2nd Quarter

​

​

​

$

13.55

​

​

​

​

$

2.58

​

​

1st Quarter

​

​

​

$

4.25

​

​

​

​

$

2.92

​

​

Fiscal year ended December 31, 2017:

​

​

​

​

​

​

​

​

​

​

​

​

​

4th Quarter

​

​

​

$

4.41

​

​

​

​

$

2.60

​

​

3rd Quarter

​

​

​

$

3.84

​

​

​

​

$

2.68

​

​

2nd Quarter

​

​

​

$

4.70

​

​

​

​

$

3.08

​

​

1st Quarter

​

​

​

$

5.35

​

​

​

​

$

3.70

​

​

Fiscal year ended December 31, 2016:

​

​

​

​

​

​

​

​

​

​

​

​

​

4th Quarter

​

​

​

$

6.69

​

​

​

​

$

3.32

​

​

3rd Quarter

​

​

​

$

7.15

​

​

​

​

$

4.80

​

​

2nd Quarter

​

​

​

$

9.82

​

​

​

​

$

5.52

​

​

1st Quarter

​

​

​

$

8.34

​

​

​

​

$

5.04

​

​

11

12

RISK FACTORS

If the merger is consummated, the combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement, you should carefully consider the risks described below before deciding how to vote your shares of common stock. In addition, you should read and consider the risks associated with the business of TapImmune because these risks may also affect the combined company — these risks can be found in TapImmune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which document is attached as Annex B-1 to this proxy statement. You should also read and consider the other information in this proxy statement, including the other Annexes attached hereto.

Risks Related to the Merger

If the proposed merger with Marker is not consummated, TapImmune’s business could suffer materially and TapImmune’s stock price could decline.

The consummation of the proposed merger with Marker is subject to a number of closing conditions, including the approval of the stock issuance pursuant to the merger agreement by TapImmune stockholders, and other customary closing conditions. TapImmune is targeting a closing of the merger in the fourth quarter of 2018.

If the proposed merger is not consummated, TapImmune may be subject to a number of material risks, and its business and stock price could be adversely affected, as follows:

•

TapImmune has incurred, and expects to continue to incur, significant expenses related to the proposed merger with Marker even if the merger is not consummated.

​

•

The merger agreement contains covenants relating to TapImmune’s solicitation of competing acquisition proposals and the conduct of TapImmune’s business between the date of signing the merger agreement and the closing of the merger. As a result, significant business decisions and transactions before the closing of the merger require the consent of Marker. Accordingly, TapImmune may be unable to pursue business opportunities that would otherwise be in its best interest as a standalone company. If the merger agreement is terminated after TapImmune has invested significant time and resources in the merger process, TapImmune will have a limited ability to obtain additional financing to fund its operations on a standalone basis.

​

•

TapImmune could be obligated to pay Marker a $1.5 million termination fee in connection with the termination of the merger agreement, depending on the reason for the termination. Additionally, in connection with the termination of the merger agreement, depending on the reason for the termination, TapImmune may be obligated to pay up to $500,000 of out-of-pocket costs incurred by Marker in connection with the transactions and any legal fees incurred by Marker in connection with preparation of this proxy statement.

​

•

TapImmune would need to raise additional capital independently of the proposed merger to continue to operate its business on a stand-alone basis and this capital might not be available on acceptable terms, if at all.

​

•

TapImmune’s prospective customers, collaborators and other business partners and investors in general may view the failure to consummate the merger as a poor reflection on TapImmune’s business or prospects.

​

•

The market price of TapImmune common stock may decline to the extent that the current market price reflects a market assumption that the proposed merger will be completed.

​

In addition, if the merger agreement is terminated and TapImmune’s board of directors determines to seek another business combination, it may not be able to find a third party willing to provide equivalent or more attractive consideration than the consideration to be provided by each party in the merger. In such circumstances, TapImmune’s board of directors may elect to, among other things, divest all or a portion of

13

TapImmune’s business, or take the steps necessary to liquidate all of TapImmune’s business and assets, and in either such case, the consideration that TapImmune receives may be less attractive than the consideration to be received by TapImmune pursuant to the merger agreement.

The announcement and pendency of the proposed merger with Marker could adversely affect TapImmune’s business.

The announcement and pendency of the proposed merger could adversely affect TapImmune’s business for a number of different reasons, many of which are not within TapImmune’s control, including as follows:

•

Some of TapImmune’s suppliers, distributors, collaborators, and other business partners may seek to change or terminate their relationships with TapImmune as a result of the proposed merger;

​

•

As a result of the proposed merger, current and prospective employees could experience uncertainty about their future roles within the combined company. This uncertainty may adversely affect TapImmune’s ability to retain its key employees, who may seek other employment opportunities; and

​

•

TapImmune’s management team may be distracted from day-to-day operations as a result of the proposed merger.

​

Some of TapImmune’s and Marker’s officers and directors have conflicts of interest that may influence them to support or approve the merger.

Certain officers and directors of TapImmune and Marker participate in arrangements that provide them with interests in the merger that are different from yours, including, among others, to the extent applicable, their continued service as an officer or director of the combined company, severance benefits, the acceleration of restricted stock and stock option vesting and continued indemnification. These interests, among others, may influence such officers and directors of TapImmune and Marker to support or approve the merger. For a more detailed discussion see “The Merger — Interests of TapImmune’s Directors and Executive Officers in the Merger” and “The Merger — Interests of Marker’s Directors and Executive Officers in the Merger” beginning on pages 75 and 78, respectively, of this proxy statement.

The merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes and other causes.

In general, either party can refuse to complete the merger if there is a material adverse change affecting the other party between May 15, 2018, the date of the merger agreement, and the closing. However, some types of changes do not permit either party to refuse to complete the merger, even if such changes would have a material adverse effect on TapImmune or Marker, to the extent they resulted from the following (unless, in some cases, they have a materially disproportionate effect on TapImmune or Marker, as the case may be):

•

any rejection by a governmental body of a registration or filing by TapImmune or Marker relating to TapImmune or Marker’s intellectual property rights;

​

•

any change in the cash position of TapImmune or Marker that results from operations in the ordinary course of business;

​

•

conditions generally affecting the industries in which TapImmune or Marker and its subsidiaries participate or the U.S. or global economy or capital markets as a whole, to the extent that such conditions do not have a disproportionate impact on Marker and its subsidiaries, taken as a whole;

​

•

any failure by TapImmune or Marker or any of its subsidiaries to meet internal projections or forecasts on or after the date of the merger agreement, provided that any such effect, change, event, circumstance, or development causing or contributing to any such failure to meet projections or forecasts may constitute a material adverse effect of TapImmune or Marker and may be taken into account in determining whether a material adverse effect has occurred;

​

14

•

the execution, delivery, announcement, or performance of obligations under the merger agreement or the announcement, pendency or anticipated consummation of the merger;

​

•

any natural disaster or any acts of terrorism, sabotage, military action, or war or any escalation or worsening thereof; or

​

•

any changes after the date of the merger agreement in U.S. GAAP or applicable laws.

​

If adverse changes occur but TapImmune and Marker must still complete the merger, the combined company’s stock price may suffer.

During the pendency of the merger, TapImmune may not be able to enter into a business combination with another party because of restrictions in the merger agreement.

Covenants in the merger agreement impede the ability of TapImmune or Marker to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the merger. As a result, if the merger is not completed, the parties may be at a disadvantage to their competitors. In addition, while the merger agreement is in effect and subject to limited exceptions, each party is prohibited from soliciting, initiating, encouraging or taking actions designed to facilitate any inquiries or the making of any proposal or offer that could lead to the entering into certain extraordinary transactions with any third party, such as a sale of assets, an acquisition of TapImmune common stock, a tender offer for TapImmune common stock or a merger or other business combination outside the ordinary course of business, which transactions could be favorable to such party’s stockholders.

The market price of the combined company’s common stock may decline as a result of the merger.

The market price of the combined company’s common stock may decline as a result of the merger for a number of reasons including if:

•

the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts;

​

•

the effect of the merger on the combined company’s business and prospects is not consistent with the expectations of financial or industry analysts; or

​

•

investors react negatively to the effect on the combined company’s business and prospects from the merger.

​

TapImmune stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

If the combined company is unable to realize the strategic and financial benefits currently anticipated from the merger, TapImmune stockholders will have experienced substantial dilution of their ownership interest without receiving any commensurate benefit. Significant management attention and resources will be required to integrate and operate the combined company. Delays in this process could adversely affect the combined company’s business, financial results, financial condition and stock price following the merger. Even if the combined company is able to integrate the business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, innovation, and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.

Because the lack of a public market for the Marker shares makes it difficult to value Marker, TapImmune may pay consideration in the merger that is greater than the fair market value of the Marker shares.

The outstanding capital stock of Marker is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Marker. Since the percentage of TapImmune’s equity to be issued to Marker stockholders was determined based on negotiations between the parties, it is possible that the value of the TapImmune common stock to be issued in connection with the merger will be greater than the fair market value of Marker.

15

The combined company will incur significant transaction costs as a result of the merger, including investment banking, legal, and accounting fees. In addition, the combined company will incur significant consolidation and integration expenses which cannot be accurately estimated at this time. These costs could include the planned relocation of certain operations from Jacksonville, Florida to Houston, Texas as well as other transition and start-up costs associated with the clinical programs to be conducted by the combined company after the merger. Actual transaction costs may substantially exceed TapImmune’s estimates and may have an adverse effect on the combined company’s financial condition and operating results.

Marker’s principal stockholders, executive officers, and directors will own a significant percentage of TapImmune common stock and will be able to exert significant control over matters submitted to the stockholders for approval.

Immediately following the effective time of the merger between Marker and TapImmune, and after taking into account the issuance of shares in the private placement transaction occurring concurrently with the merger, Marker’s stockholders are expected to own, on a fully-diluted basis (assuming the exercise of all outstanding warrants and options), approximately 27.5%, and TapImmune’s current stockholders are expected to own approximately 27.5%, of TapImmune common stock.

After the merger with TapImmune, Marker’s stockholders will beneficially own a significant percentage of TapImmune common stock. This significant concentration of share ownership may adversely affect the trading price for TapImmune common stock because investors often perceive disadvantages in owning stock in companies with large stockholders. These stockholders, if they acted together, could significantly influence all matters requiring approval by the stockholders following the merger, including the election of directors and the approval of mergers or other business combination transactions. The interests of these stockholders may not always coincide with the interests of other stockholders.

The merger may limit the use of the NOL carryforwards and other tax attributes of both TapImmune and Marker to offset future taxable income of the combined company.

Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss, which is referred to as NOL, carryforwards, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited.

As of December 31, 2017, TapImmune had federal NOL carryforwards of approximately $41.7 million and state NOL carryforwards of approximately $21.9 million. The merger may result in an ownership change for TapImmune under Section 382 of the Code and may limit the use of the NOL carryforwards and other tax attributes of TapImmune to offset future taxable income of the combined company for both federal and state income tax purposes. These tax attributes are subject to expiration at various times in the future to the extent that they have not been applied to offset the taxable income of the combined company. These limitations may affect the combined company’s effective tax rate in the future.

If any of the events described in “Risks Related to the Combined Company” occur, those events could cause the potential benefits of the merger not to be realized.

The risks described below in the section entitled “Risks Related to TapImmune’s Business” beginning on page 17 and “Risks Related to Marker’s Product Candidates” beginning on page 23 and “Risks Related to Combined Company’s Business and Product Candidates” beginning on page 17 are among the most significant risks to the combined company if the merger is completed. To the extent of the occurrence of any of the events in the risks described below in the sections entitled “Risks Related to Combined Company’s Financial Position and Need for Additional Capital,” “Risks Related to Government Regulation,” and “Risks Related to Marker’s Intellectual Property” beginning on pages 22, 34 and 37, respectively, those events could cause the potential benefits of the merger not to be realized and the market price of the combined company’s common stock to decline.

The financial projections included in this proxy statement involve risks, uncertainties and assumptions, many of which are beyond the control of TapImmune and Marker. As a result, they may not prove to be accurate and are not necessarily indicative of current values or future performance.

The financial projections contained in this proxy statement involve risks, uncertainties, and assumptions and are not a guarantee of future performance. The future financial results of TapImmune

16

and, if the merger is completed, the combined company, may materially differ from those expressed in the financial projections due to factors that are beyond TapImmune’s or Marker’s ability to control or predict. Neither TapImmune nor Marker can provide any assurance that any of the financial projections will be realized or that TapImmune’s or, if the merger is completed, the combined company’s, future financial results will not materially vary from the financial projections. The financial projections cover multiple years, and the information by its nature becomes subject to greater uncertainty with each successive year. The financial projections do not take into account any circumstances or events occurring after the date on which they were prepared. More specifically, the financial projections:

•

necessarily make numerous assumptions, many of which are beyond the control of TapImmune or Marker and may not prove to be accurate;

​

•

do not necessarily reflect revised prospects for TapImmune’s or Marker’s businesses, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the projections were prepared;

​

•

are not necessarily indicative of current values or future performance, which may be significantly less favorable than is reflected in the projections; and

​

•

should not be regarded as a representation that the financial projections will be achieved.

​

Risks Related to TapImmune

For risks related to the business of TapImmune, please refer to the section entitled “Item 1A. Risk Factors” set forth in TapImmune’s Annual Report on Form 10-K for the year ended December 31, 2017, which is attached as Annex B-1 to this proxy statement.

Risks Related to Marker

Because TapImmune and Marker operate similar businesses and both are clinical-stage companies in the immuno-oncology space, many of the risks related to the business of TapImmune, disclosed in the section “Risk Factors — Risks Related to TapImmune” are applicable to Marker as well. This section should be read in conjunction with the section “Risk Factors — Risks Related to TapImmune.”

Risks Related to the Combined Company

Risks Related to the Combined Company’s Business and Product Candidates

The combined company’s future success will be highly dependent upon its key personnel, and its ability to attract, retain, and motivate additional qualified personnel.

The combined company’s ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon its ability to attract and retain highly qualified managerial, scientific, and medical personnel. The combined company will be highly dependent on its management, scientific, and medical personnel, including Peter Hoang, its President and Chief Executive Officer, Ann Leen, Ph.D., who is expected to be its Chief Scientific Officer following completion of the merger, and Juan Vera, M.D., who is expected to be its Chief Development Officer following completion of the merger. The loss of the services of any of the combined company’s executive officers, other key employees, and other scientific and medical advisors, and the combined company’s inability to find suitable replacements could result in delays in product development and harm to the combined company’s business. In particular, Dr. Leen is the key person who has produced Marker’s MultiTAA T cell therapy-based product. A priority of the combined company will be to quickly train additional qualified scientific and medical personnel in the combined company to ensure the ability to maintain business continuity. Any delays in training such personnel could delay the development, manufacture, and clinical trials of the combined company’s product candidates.

The combined company also anticipates hiring additional scientific and medical personnel to grow its business. The combined company will conduct operations in Houston, Texas. This region is headquarters to many other biopharmaceutical companies and many academic and research institutions. Competition for

17

skilled personnel in the combined companies market is intense and may limit its ability to hire and retain highly qualified personnel on acceptable terms or at all. If the combined company is not successful in attracting and retaining highly qualified personnel, it may not be able to successfully implement its business strategy.

The combined company’s strategic relationship with Baylor College of Medicine, or BCM, is dependent, in part, upon its relationship with key medical and scientific personnel and advisors.

Marker’s therapy has been developed through its collaboration with the Center for Cell and Gene Therapy at BCM, founded by Malcom K. Brenner, M.D., Ph.D., a recognized pioneer in immuno-oncology. In addition to Dr. Brenner, Marker’s founders include, Ann Leen, Ph.D., Juan Vera, M.D., Helen Heslop, M.D., DSc (Hon) and Cliona Rooney, Ph.D., who have significant experience in this field and are all affiliated with the Center for Cell and Gene Therapy at BCM. Dr. Leen and Dr. Vera are expected to serve as the combined company’s Chief Scientific Officer and Chief Development Officer, respectively, following completion of the merger. In addition, Dr. Brenner, Dr. Heslop and Dr. Rooney have agreed to join the combined company’s newly formed Scientific Advisory Board that will become effective in conjunction with the merger.

The combined company’s strategic relationship with BCM will be dependent, in part, on its relationship with these key employees and advisors, and in particular Dr. Leen and Dr. Vera, who are also employed with the Center for Cell and Gene Therapy at BCM. If the combined company loses Dr. Leen or Dr. Vera, or if either leaves their position at BCM, the combined company’s relationship with BCM may deteriorate, and its business could be harmed.

The combined company, and certain of its key medical and scientific personnel, will need additional agreements in place with BCM to expand its development, manufacture, and clinical trial efforts.

Although the combined company will have an exclusive license agreement with BCM under which Marker received a worldwide, exclusive license to BCM’s rights in and to three patent families to develop and commercialize the MultiTAA product candidates, the combined company will need to enter into additional agreements with BCM with respect to (i) a strategic alliance to advance pre-clinical research, early stage clinical trials, and Phase II clinical trials with respect to the combined company’s product candidates, as well as continued access to its clinical data, (ii) sponsored research for investigators within the Center for Cell and Gene Therapy at BCM, and (iii) product manufacturing and support, including personnel and space at the institution for the foreseeable future. Any delays in entering into new strategic agreements with BCM related to the combined company’s product candidates could delay the development, manufacture, and clinical trials of its product candidates.

The multiple roles of certain of the combined company’s officers and directors could limit their time and availability to the combined company, and create, or appear to create, conflicts of interest.

After completion of the merger, Dr. Leen and Dr. Vera will continue to be employees of BCM, and will be contractually obligated to spend a significant portion of their time for BCM. In addition, Dr. Leen and Dr. Vera are co-founders and members of ViraCyte, and perform services from time to time for ViraCyte LLC, or ViraCyte. ViraCyte is owned by the same principal stockholder group as Marker and has technology which is being developed under a license agreement with BCM by the same research group at BCM. More specifically, ViraCyte is a clinical stage biopharmaceutical company, which is investigating and developing virus-specific T cell therapy technology for the prevention and/or treatment of viral infections. Accordingly, Dr. Leen and Dr. Vera may have other commitments that would, at times, limit their availability to the combined company, and other research being conducted by Dr. Leen and Dr. Vera may, at times, receive higher priority than research on the combined company’s programs, which may, in turn, delay the development or commercialization of the combined company’s product candidates.

In addition, John Wilson is a member, director and officer of ViraCyte and will be a director of the combined company after the consummation of the merger. Dr. Leen and Dr. Vera are also co-founders and members of ViraCyte, and perform services for ViraCyte from time to time, and Dr. Vera will be a director of the combined company after the consummation of the merger. All of these individuals will have certain fiduciary or other obligations to the combined company after the consummation of the merger and certain

18

fiduciary or other obligations to ViraCyte and, in the case of Dr. Leen and Dr. Vera, to BCM. Such multiple obligations may in the future result in a conflict of interest with respect to presenting other potential business opportunities to the combined company or to ViraCyte. A conflict of interest also may arise concerning the timing of the parties’ planned and ongoing clinical trials, investigational new drug application filings and the parties’ opportunities for marketing their respective product candidates. In addition, they may be faced with decisions that could have different implications for the combined company than for ViraCyte. Consequently, there is no assurance that these members of the combined company’s board and management would always act in the combined company’s best interests in all situations should a conflict arise.

Product development involves a lengthy and expensive process with an uncertain outcome, and results of earlier pre-clinical and clinical trials may not be predictive of future clinical trial results.

Clinical testing is expensive and generally takes many years to complete, and the outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of pre-clinical testing and early clinical trials of the combined company’s product candidates may not be predictive of the results of larger, later-stage controlled clinical trials. Product candidates that have shown promising results in early-stage clinical trials may still suffer significant setbacks in subsequent clinical trials. Marker’s clinical trials to date have been conducted on a small number of patients in a single clinical site for a limited number of indications. The combined company will have to conduct larger, well-controlled trials in its proposed indications at multiple sites to verify the results obtained to date and to support any regulatory submissions for further clinical development of Marker’s product candidates. TapImmune’s and Marker’s assumptions related to Marker’s products, such as with respect to lack of toxicity and manufacturing cost estimates, are based on early limited clinical trials and current manufacturing process at BCM and may prove to be incorrect. In addition, the initial estimates of the clinical cost of development may prove to be inadequate, particularly if clinical trial timing or outcome is different than predicted or regulatory agencies require further testing before approval. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles despite promising results in earlier, smaller clinical trials. Moreover, clinical data are often susceptible to varying interpretations and analyses. The combined company does not know whether any Phase II, Phase III, or other clinical trials it may conduct will demonstrate consistent or adequate efficacy and safety with respect to the proposed indication for use sufficient to receive regulatory approval or market its product candidates.

The combined company may not be able to expand its manufacturing processes to other third-party manufacturing facilities or successfully create its own manufacturing infrastructure for supply of its requirements of product candidates for use in clinical trials and for commercial sale.

The combined company will not own any facility that may be used as its clinical-scale manufacturing and processing facility following the merger. The combined company anticipates it will initially rely solely on the cGMP manufacturing facility within BCM for the manufacturing of its product candidates. If the cGMP manufacturing facility of BCM, which does manufacturing for itself and other parties, experiences capacity constraints, disruptions, or delays in manufacturing the combined company’s products, the combined company’s planned clinical trials and necessary manufacturing capabilities will be disrupted or delayed, which will adversely affect the combined company’s ability to conduct and further develop its business as currently planned. Further, the cGMP manufacturing facility is most likely too small to conduct the pivotal clinical studies being planned by the combined company, so the combined company will need to develop its own cGMP manufacturing capacity that will be adequate for such clinical trials.

In 2019, the combined company currently intends to begin developing additional cGMP manufacturing capacity of its own that would be capable of supporting its manufacturing needs with respect to its clinical trials, particularly with respect to pivotal studies. TapImmune and Marker expect that the combined company’s manufacturing strategy will involve the use of one or more Contract Manufacturing Organizations, or CMOs, or the combined company will establish its own capabilities and infrastructure, including a manufacturing facility. Establishment of the combined company’s own manufacturing facility is subject to many risks. For example, the establishment of a cell-therapy manufacturing facility is a complex endeavor requiring knowledgeable individuals. Creating an internal manufacturing infrastructure will rely upon building out a complex facility and finding personnel with an

19

appropriate background and training to staff and operate the facility. Should it be unable to find these individuals, the combined company may need to rely on external contractors or train additional personnel to fill needed roles. There are a small number of individuals with experience in cell therapy, and the competition for these individuals is high.

The combined company would expect that development of its own manufacturing facility could provide it with enhanced control of material supply for both clinical trials and the commercial market, enable the more rapid implementation of process changes, and allow for better long-term margins. However, neither TapImmune nor Marker has any experience as a company in developing a manufacturing facility and may never be successful in developing the combined company’s own manufacturing facility or capability. The combined company may establish multiple manufacturing facilities as it expands its commercial footprint to multiple geographies, which may lead to regulatory delays or prove costly. Even if the combined company is successful, its manufacturing capabilities could be affected by cost-overruns, unexpected delays, equipment failures, labor shortages, natural disasters, power failures, transportation difficulties and numerous other factors that could prevent the combined company from realizing the intended benefits of its manufacturing strategy and have a material adverse effect on the combined company’s clinical development and/or commercialization plans.

In addition, the manufacturing process for any products that the combined company may develop is subject to the U.S. Food and Drug Administration, or FDA, and foreign regulatory authority approval process, and the combined company will need to contract with manufacturers who can meet all applicable FDA and foreign regulatory authority requirements on an ongoing basis. If the combined company or its CMOs are unable to reliably produce products to specifications acceptable to the FDA, or other regulatory authorities, the combined company may not obtain or maintain the approvals it needs to commercialize such products. Even if the combined company obtains regulatory approval for any of its product candidates, there is no assurance that either the combined company or its CMOs will be able to manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential launch of the product, or to meet potential future demand. Any of these challenges could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of the combined company’s product candidate, impair commercialization efforts, increase its cost of goods, and have an adverse effect on its clinical development and/or commercialization plans.

Regardless of whether the combined company engages additional CMOs to manufacture its products or establishes its own manufacturing facility, in order to transfer the combined company’s manufacturing from or expand its manufacturing capabilities beyond BCM pursuant to its development plans, whether through additional third parties or by developing its own manufacturing capabilities, the combined company will need access to the Standard Operating Procedures and the specific Batch Production Records that are used to manufacture the product candidates. If BCM fails to transfer Marker’s manufacturing processes, or impedes the combined company’s ability to transfer the manufacturing processes of its products to the combined company or third-party manufacturers, the combined company’s planned clinical trials and additional necessary manufacturing capabilities will be delayed, which will adversely affect the combined company’s ability to conduct and further develop its business as currently planned.

The combined company will be dependent on third-party vendors to design, build, maintain and support its manufacturing and cell processing facilities.

As a result of the combined company’s strategy to outsource its manufacturing, it will rely very heavily on BCM and other third-party manufacturers to perform the combined company’s manufacturing of Marker’s products for its clinical trials. Marker also licenses a significant portion of its technology from others and, at this time, does not own any intellectual properties or technologies. The combined company intends to rely on its contract manufacturers to produce large quantities of materials needed for clinical trials and potential product commercialization. Third-party manufacturers may not be able to meet the combined company’s needs concerning timing, quantity, or quality. If the combined company is unable to contract for a sufficient supply of needed materials on acceptable terms, or if it should encounter delays or difficulties in its relationships with manufacturers, its clinical testing may be delayed, thereby delaying the submission of products for regulatory approval or the market introduction and subsequent sales of its products. Any such delay may lower the combined company’s revenues and potential profitability.

20

If any third party breaches or terminates its agreement with the combined company, or fails to conduct its activities in a timely manner, the commercialization of the combined company’s products under development could be slowed down or blocked completely. It is possible that third parties relied upon by the combined company will change their strategic focus, pursue alternative technologies, or develop alternative products, either on their own or in collaboration with others, as a means for developing treatments for the diseases targeted by the combined company’s collaborative programs, or for other reasons. The effectiveness of the these third parties in marketing their own products may also affect the revenues and earnings of the combined company.

The combined company intends to continue to enter into additional third-party agreements in the future. However, the combined company may not be able to negotiate any additional agreements successfully. Even if established, these relationships may not be scientifically or commercially successful.

The combined company’s manufacturing process is reliant upon the specialized equipment, and other specialty materials, which may not be available to the combined company on acceptable terms or at all. For some of this equipment and materials, the combined company relies or may rely on sole source vendors or a limited number of vendors, which could impair its ability to manufacture and supply its products.

The combined company will depend on a limited number of vendors for supply of certain materials and equipment used in the manufacture of its product candidates. For example, the combined company will purchase equipment and reagents critical for the manufacture of its product candidates from Wilson Wolf Manufacturing Corporation (a company controlled by a Marker stockholder, John Wilson, who will become a director of the combined company), JPT Peptide Technologies and other suppliers. Some of the combined company’s suppliers may not have the capacity to support commercial products manufactured under cGMP by biopharmaceutical firms or may otherwise be ill-equipped to support the combined company’s needs. The combined company also may not have supply contracts with many of these suppliers, and may not be able to obtain supply contracts with them on acceptable terms or at all. Accordingly, the combined company may not be able to obtain key materials and equipment to support clinical or commercial manufacturing.

For some of this equipment and materials, the combined company will rely, and may in the future rely, on sole-source vendors or a limited number of vendors. An inability to continue to source product from any of these suppliers, which could be due to regulatory actions or requirements affecting the supplier, adverse financial, or other strategic developments experienced by a supplier, labor disputes or shortages, unexpected demands, or quality issues, could adversely affect the combined company’s ability to satisfy demand for its product candidates, which could adversely and materially affect the combined company’s operating results or its ability to conduct clinical trials, either of which could significantly harm its business.

As the combined company continues to develop and scale its manufacturing process, it may need to obtain rights to and supplies of specific materials and equipment to be used as part of that process. For example, Marker’s manufacturing process is based, in part, upon the G-Rex® cell culture device manufactured by Wilson Wolf Manufacturing Corporation, which is used by many cell therapy developers, both in commercial and academic settings. The combined company will not own any exclusive rights to the G-Rex® that could be used to prevent third parties from developing similar and competing processes. The combined company may not be able to obtain rights to such materials and equipment on commercially reasonable terms, or at all, and if the combined company is unable to alter its process in a commercially viable manner to avoid the use of such materials or find a suitable substitute, it would have a material adverse effect on its business.

The combined company may enter into one or more transactions with entities controlled by one of its directors, which could pose a conflict of interest.

John Wilson, currently a significant stockholder in Marker and who will be a director of the combined company, is also CEO and co-founder of Wilson Wolf Manufacturing Corporation, which is the sole source vendor that provides Marker with the G-Rex® cell culture device for the large-scale production of T cells used in Marker’s manufacturing process. Marker does not currently have a supply contract with Wilson Wolf Manufacturing for the G-Rex®. The combined company plans to negotiate a supply contract with Wilson Wolf Manufacturing for the purchase of G-Rex® devices. The combined company also plans to

21

engage Wilson Wolf Manufacturing in discussions to customize the G-Rex® further to optimally match the combined company’s manufacturing requirements, as well as to develop a scalability plan to drive efficiencies for a commercial product. There may be conflicts of interest between the combined company and Wilson Wolf Manufacturing. There can be no assurance that Wilson Wolf Manufacturing will agree to enter into any contract with the combined company, or that the terms of any such agreements will be in the best interests of the combined company, or will have terms no less favorable to the combined company than could have been obtained from unaffiliated third parties.

Risks Related to Combined Company’s Financial Condition and Need for Additional Capital

Management will have broad discretion as to the use of the proceeds from the private placement transaction, and the combined company may not use the proceeds effectively.

The combined company’s management will have broad discretion as to the application of the net proceeds from the private placement transaction for general corporate purposes and working capital to advance the development of the combined company’s product candidates. Management may spend the proceeds in ways that do not necessarily improve its operating results or enhance the value of its common stock.

The combined company will require additional financing before it can generate any revenue from operations.

After consummation of the merger and the private placement transaction, the combined company anticipates having sufficient cash on hand to fund its operations for at least the next thirty months. The product candidates of the combined company, however, remain in the early stages of development and the combined company anticipates it will be years before it is able to generate any revenue from operations. Accordingly, the combined company will need additional debt or equity financing in the future to execute its business plan, complete its future clinical trials, and to add manufacturing, sales, marketing, and customer support personnel in the future to advance the commercialization of its products. The combined company will operate in a market that makes its prospects difficult to evaluate, and achievement of positive cash flow from operations will depend upon revenue resulting from the successful development of its product candidates, which depend upon regulatory clearance.

In the future, if the combined company fails to satisfy the continued listing standards of NASDAQ, it may not be able to sell shares of its common stock to raise additional capital. In addition, future market conditions may limit the ability of the combined company to raise capital on favorable terms, or at all, and the terms of any public or private offerings of debt or equity securities likely would be significantly dilutive to existing stockholders at such time. There is no guarantee that the combined company will be able to obtain any of the additional debt or equity financing that will be required after completion of the merger and the private placement transaction on commercially reasonable terms or at all. If the combined company fails to obtain the necessary debt or equity financing when needed, it may not be able to execute its planned development and commercialization efforts, which would have a material adverse effect on the combined company’s growth strategy, the results of its operations and financial condition and stock price. If the combined company is unable to generate sufficient capital from operations or raise additional funds, it may need to consider other alternative actions, including one or more of the following:

•

delay, scale-back, or eliminate research and development of some or all of the combined company’s product candidates;

​

•

license third parties to develop and commercialize products or technologies that TapImmune would otherwise seek to develop and commercialize ourselves;

​

•

attempt to sell the company;

​

•

cease operations; or

​

•

declare bankruptcy.

​

The occurrence of any of the foregoing events would have a material adverse effect on the combined company’s growth strategy, the results of its operations and financial condition, and stock price, and there can be no assurance that it would be able to continue as a going concern.

22

The issuance of additional equity securities may negatively impact the trading price of the combined company’s common stock.

TapImmune has issued equity securities in the past, will issue equity securities in the merger and private placement transaction, and expects to continue to issue equity securities to finance the activities of the combined company in the future. In addition, outstanding options and warrants to purchase its common stock may be exercised, and additional options and warrants may be issued, resulting in the issuance of additional shares of common stock. The issuance by the combined company of additional equity securities, including the shares of common stock issuable upon exercise of the warrants issued by TapImmune in the private placement transaction, would result in dilution to the combined company’s stockholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the combined company’s common stock.

The combined company will have a significant number of outstanding warrants and options, and future sales of the shares obtained upon exercise of these options or warrants could adversely affect the market price of the combined company’s common stock.

Upon completion of the merger and private placement transaction, the combined company will have outstanding warrants to purchase up to 23,657,372 shares of its common stock at a weighted average exercise price of  $4.74 per share, and options exercisable for an aggregate of 439,467 shares of common stock at a weighted average exercise price of  $6.77 per share, in each case calculated as if the merger had been consummated as of June 29, 2018. TapImmune has committed to register the resale of all the shares issuable upon exercise of these warrants, and they will be freely tradable by the exercising party upon issuance. Upon such registration, the holders may sell these shares in the public markets from time to time, without limitations on the timing, amount, or method of sale. If the combined company’s stock price rises, the holders may exercise their warrants and options and sell a large number of shares. This could cause the market price of the combined company’s common stock to decline and cause existing stockholders to experience significant further dilution.

Risks Related to Marker’s Product Candidates

Marker is a development stage company with a limited operating history, which makes it difficult to evaluate its prospects.

Marker is a clinical-stage biopharmaceutical company. Marker has no products approved for commercial sale and has not generated any revenue. Marker does not expect to generate any meaningful product sales or royalty revenues for the foreseeable future, if ever. Marker expects to incur significant additional operating losses in the future as it expands development and clinical trial efforts.

Marker may encounter substantial delays in its clinical trials, or may not be able to conduct its trials on the timelines it expects.

Clinical testing is expensive, time-consuming, and subject to uncertainty. Marker cannot guarantee that any clinical studies will be conducted as planned or completed on schedule, if at all. BCM has submitted Investigational New Drug applications, or INDs, to the FDA, which allow the use of the Mixed Antigen Peptide Pool, or MAPP, T cells and the Leukemia Antigen Peptide Pool, or LAPP, T cells for human clinical testing. BCM initiated its first clinical trials for Marker’s product candidate, MAPP, in 2012, and clinical trials for LAPP in 2016. Issues may yet arise that could suspend or terminate such clinical trials. BCM intends to transfer those INDs to Marker to allow further commercial development with the combined company, and will initiate new academic INDs to cover continued conduct of the BCM Phase I trials. A failure of one or more clinical studies can occur at any stage of testing, and Marker’s future clinical studies may not be successful. Events that may prevent successful or timely completion of clinical development include:

•

inability to generate sufficient preclinical data to support the initiation of clinical studies;

​

•

delays in reaching a consensus with regulatory agencies on study design;

​

23

•

the FDA may not allow Marker to use the clinical trial data from a research institution to support an IND if Marker cannot demonstrate the comparability of its product candidates with the product candidate used by the relevant research institution in its clinical studies;

​

•

delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites;

​

•

delays in obtaining required Institutional Review Board, or IRB, approval at each clinical study site;

​

•

the departure of a principal investigator from a clinical site, which could cause delays in conducting the clinical trial at a particular clinical site;

​

•

imposition of a temporary or permanent clinical hold by regulatory agencies;

​

•

delays in recruiting suitable patients to participate in Marker’s clinical studies;

​

•

failure by Marker’s CROs, other third parties, or Marker to adhere to clinical study requirements;

​

•

failure to perform in accordance with the FDA’s current good clinical practices, or cGCPs, requirements, or applicable regulatory guidelines in other countries;

​

•

patients dropping out of a study;

​

•

occurrence of adverse events associated with the product candidate that are viewed to outweigh its potential benefits;

​

•

changes in regulatory requirements and guidance that require amending or submitting new clinical protocols;

​

•

changes in the standard of care on which a clinical development plan was based, which may require new or additional trials;

​

•

the cost of clinical studies of Marker’s product candidates being greater than Marker anticipates;

​

•

clinical studies of Marker’s product candidates producing negative or inconclusive results, which may result in Marker’s deciding, or regulators requiring Marker, to conduct additional clinical studies or abandon product development programs;

​

•

transfer of manufacturing processes from BCM to Marker’s contract manufacturers or other larger-scale facilities operated by a contract manufacturing organization, or CMO, delays or failure by Marker’s CMOs or Marker to make any necessary changes to such manufacturing process, and any inability to obtain all necessary reagents for manufacturing the product;

​

•

any shutdown of Marker’s sole manufacturing site at BCM, which would render Marker unable to produce its products for clinical trials;

​

•

disruptions in transportation between the clinical site and manufacturing facility; and

​

•

delays in manufacturing, testing, release, validating, or import/export of sufficient stable quantities of Marker’s product candidates for use in clinical studies or the inability to do any of the foregoing, including any quality issues associated with the contract manufacturer.

​

Marker also may conduct clinical and preclinical research in collaboration with other biotechnology and biologics entities in which Marker combines its technologies with those of Marker’s collaborators. Such collaborations may be subject to additional delays because of the management of the trials and the necessity of obtaining additional approvals for therapeutics used in the combination trials. These combination therapies will require additional testing and clinical trials will require additional FDA regulatory approval and will increase Marker’s future expenses.

Any inability to successfully complete preclinical and clinical development could result in additional costs to Marker or impair Marker’s ability to generate revenue. In addition, if Marker makes manufacturing or formulation changes to its product candidates, Marker may be required, or may elect, to conduct

24

additional studies to bridge its modified product candidates to earlier versions. Clinical study delays could also shorten any periods during which Marker’s products have patent protection and may allow Marker’s competitors to bring products to market before Marker does, which could impair Marker’s ability to commercialize its product candidates successfully and may harm Marker’s business and the results of its operations.

It may take longer and cost more to complete Marker’s clinical trials than Marker projects, or Marker may not be able to complete them at all.

For budgeting and planning purposes, Marker has projected the dates for the commencement, continuation, and completion of Marker’s various clinical trials. However, a number of factors, including scheduling conflicts with participating clinicians and clinical institutions, and difficulties in identifying and enrolling patients who meet trial eligibility criteria, may cause significant delays. Marker may not commence or complete clinical trials involving any of Marker’s products as projected or may not conduct them successfully.

During the second half of 2012, BCM began enrollment of the investigator-sponsored, Phase 1 clinical trial to establish the feasibility of one of Marker’s lead products, MAPP, and to assess its overall safety, inclusion of multiple antigens, and dosage tolerance in patients with lymphoma, with 13 active and 17 adjuvant patients treated to date, as well as 13 patients with multiple myeloma. During the second quarter of 2016, BCM began enrollment of the investigator-sponsored Phase 1 clinical trial to establish the feasibility of one of Marker’s lead products, LAPP, and to assess its overall safety, inclusion of multiple antigens, and dosage tolerance in patients with acute myeloid leukemia (AML)/myelodysplastic syndromes (MDS). However, Marker may experience difficulties in patient enrollment in Marker’s future clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on Marker’s ability to enroll a sufficient number of patients who remain in the study until its conclusion. In addition, Marker’s clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as Marker’s product candidates, and this competition will reduce the number and types of patients available to Marker, because some patients who might have opted to enroll in Marker’s trials may instead opt to enroll in a trial being conducted by one of Marker’s competitors. Accordingly, Marker cannot guarantee that the trial will progress as planned or as scheduled. Delays in patient enrollment may result in increased costs or may affect the timing or outcome of Marker’s ongoing clinical trial and planned clinical trials, which could prevent completion of these trials and adversely affect Marker’s ability to advance the development of Marker’s product candidates.

Marker expects to rely on medical institutions, academic institutions, or clinical research organizations to conduct, supervise, or monitor some or all aspects of clinical trials involving Marker’s products. Marker may have less control over the timing and other aspects of these clinical trials than if Marker conducted them entirely on its own. If Marker fails to commence or complete, or experience delays in, any of its planned clinical trials, Marker may experience delays in its clinical development and/or commercialization plans.

While BCM will continue to support the Marker trials with production of MAPP and LAPP T cells under contract, Marker anticipates that it will have to rely on third parties (CMOs) or internal facilities yet to be developed for the commercial manufacture of its multi-specific T cell therapy products for clinical trials and eventual licensure. If they fail to commence or complete, or experience delays in, manufacturing Marker’s multi-specific T cell therapy products, Marker’s planned clinical trials will be delayed, and Marker may experience delays in its clinical development and/or commercialization plans.

Clinical trials are expensive, time-consuming, and difficult to design and implement, and Marker’s clinical trial costs may be higher than for more conventional therapeutic technologies or drug products.

Clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Because Marker’s product candidates are based on new technologies and manufactured on a patient-by-patient basis, Marker expects that they will require extensive research and development and have substantial manufacturing costs. In addition, costs to treat patients with relapsed/​refractory, or r/r, cancer and to treat potential side effects that may result from Marker’s product candidates can be significant. Some clinical trial sites may not bill, or obtain coverage from, Medicare, Medicaid, or

25

other third-party payors for some or all of these costs for patients enrolled in Marker’s clinical trials, and Marker may be required by those trial sites to pay such costs. Accordingly, Marker’s clinical trial costs may be significantly higher per patient than those of more conventional therapeutic technologies or drug products. In addition, Marker’s proposed personalized product candidates involve several complex manufacturing and processing steps, the costs of which will be borne by Marker. Depending on the number of patients Marker ultimately enrolls in its trials, and the number of trials it may need to conduct, Marker’s overall clinical trial costs may be higher than for more conventional treatments.

Marker’s clinical trials may fail to demonstrate adequately the safety and efficacy of its product candidates, which would prevent or delay regulatory approval and commercialization.

The clinical trials of Marker’s product candidates are, and the manufacturing and marketing of its products will be, subject to extensive and rigorous review and regulation by numerous government authorities in the United States and in other countries where Marker intends to test and market its product candidates. Before obtaining regulatory approvals for the commercial sale of any of Marker’s product candidates, Marker must demonstrate through lengthy, complex, and expensive preclinical testing and clinical trials that its product candidates are both safe and effective for use in each target indication. In particular, because Marker’s product candidates are subject to regulation as biological drug products, Marker will need to demonstrate that they are safe, pure and potent for use in their target indications. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. The risk/benefit profile required for product licensure will vary depending on these factors and may include not only the ability to show tumor shrinkage, but also adequate duration of response, a delay in the progression of the disease, and/or an improvement in survival. For example, response rates from the use of Marker’s product candidates may not be sufficient to obtain regulatory approval unless Marker can also show an adequate duration of response. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of preclinical studies and early clinical trials of Marker’s product candidates may not be predictive of the results of later-stage clinical trials. The results of studies in one set of patients or line of treatment may not be predictive of those obtained in another. Marker expects that there may be greater variability in results for products processed and administered on a patient-by-patient basis, as anticipated for Marker’s product candidates, than for “off-the-shelf” products, like many other drugs. There is typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most product candidates that begin clinical trials are never approved by regulatory authorities for commercialization.

In addition, even if such trials are successfully completed, Marker cannot guarantee that the FDA or foreign regulatory authorities will interpret the results as Marker does, and more trials could be required before Marker submits its product candidates for approval. To the extent that the results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing application, Marker may be required to expend significant resources, which may not be available to Marker, to conduct additional trials in support of potential approval of its product candidates.

If Marker encounters difficulties enrolling patients in Marker’s clinical trials, its clinical development activities could be delayed or otherwise adversely affected.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on Marker’s ability to enroll a sufficient number of patients who remain in the trial until its conclusion. Marker may experience difficulties in patient enrollment in Marker’s clinical trials for a variety of reasons, including:

•

the size and nature of the patient population;

​

•

the patient eligibility criteria defined in the protocol;

​

26

•

the size of the study population required for analysis of the trial’s primary endpoints;

​

•

the proximity of patients to trial sites;

​

•

the design of the trial;

​

•

Marker’s ability to recruit clinical trial investigators with the appropriate competencies and experience;

​

•

competing clinical trials for similar therapies or other new therapeutics not involving cell-based immunotherapy;

​

•

clinicians’ and patients’ perceptions of the potential advantages and side effects of the product candidate being studied in relation to other available therapies, including any new drugs or treatments that may be approved for the indications Marker is investigating;

​

•

Marker’s ability to obtain and maintain patient consents; and

​

•

the risk that patients enrolled in clinical trials will not complete a clinical trial.

​

In addition, Marker’s clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as Marker’s product candidates. This competition will reduce the number and types of patients available to Marker, because some patients who might have opted to enroll in Marker’s trials may instead opt to enroll in a trial being conducted by one of Marker’s competitors. Because the number of qualified clinical investigators is limited, Marker expects to conduct some of its clinical trials at the same clinical trial sites that some of Marker’s competitors use, which will reduce the number of patients who are available for Marker’s clinical trials at such clinical trial sites. Moreover, because Marker’s product candidates represent a departure from more commonly used methods of cancer treatment, potential patients and their doctors may be inclined to use conventional therapies, such as chemotherapy and approved immunotherapies, rather than enroll patients in any future clinical trial. In addition, potential enrollees may opt to participate in alternate clinical trials because of the length of time between the time that the patient’s or the donor’s blood is drawn and the product is infused back into the patient.

Even if Marker can enroll a sufficient number of patients in Marker’s clinical trials, delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect Marker’s ability to advance the development of its product candidates.

Marker’s product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential, or result in significant negative consequences.

Undesirable side effects caused by Marker’s product candidates could cause Marker or regulatory authorities to interrupt, delay, or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign regulatory authorities. Results of Marker’s trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics.

If unacceptable toxicities arise in the development of Marker’s product candidates, Marker or the FDA or comparable foreign regulatory authorities could order Marker to cease clinical trials or deny approval of its product candidates for any or all targeted indications. Treatment-related side effects could also affect patient recruitment or the ability of enrolled subjects to complete the trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff, as toxicities resulting from personalized cell therapy are not normally encountered in the general patient population and by medical personnel. Any of these occurrences may harm Marker’s business, financial condition and prospects significantly.

The manufacture of Marker’s product candidates is complex, and Marker may encounter difficulties in production, particularly with respect to process development or scaling-out of Marker’s manufacturing capabilities. If Marker, or any of Marker’s third-party manufacturers encounter such difficulties, Marker’s ability to supply its product candidates for clinical trials, or its products for patients, if approved, could be delayed or stopped, or Marker may be unable to maintain a commercially viable cost structure.

Marker’s product candidates are biologics, and the process of manufacturing its products is complex, highly regulated and subject to multiple risks. The manufacture of Marker’s product candidates involves

27

complex processes, including drawing blood from patients/donors, manufacturing the clinical product, and ultimately infusing the product into a patient. As a result of the complexities, the cost to manufacture biologics is generally higher than traditional small molecule chemical compounds, and the manufacturing process is less reliable and is more difficult to reproduce. Marker’s manufacturing process will be susceptible to product loss or failure due to any of the following: logistical issues associated with the collection of blood cells, or starting material, from the patient, shipping such material to the manufacturing site, shipping the final product back to the patient, and infusing the patient with the product; manufacturing issues associated with the differences in patient starting cells; interruptions in the manufacturing process; contamination; equipment failure; improper installation or operation of equipment, vendor or operator error; inconsistency in cell growth; and variability in product characteristics. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects, and other supply disruptions. If for any reason Marker loses a patient’s cells, or later-developed product at any point in the process, the manufacturing process for that patient will need to be restarted and the resulting delay may adversely affect that patient’s outcome and/or the results of clinical trials. If microbial, viral, or other contaminations are discovered in Marker’s product candidates or in the manufacturing facilities in which Marker’s product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.

Because Marker’s product candidates are manufactured for each particular patient, Marker will be required to maintain a chain of identity with respect to the patient’s/donor’s blood cells as it moves from the patient to the manufacturing facility, through the manufacturing process, and back to the patient. Maintaining such a chain of identity is difficult and complex, and failure to do so could result in adverse patient outcomes, loss of product, or regulatory action including withdrawal of Marker’s products from the market. Further, as product candidates are developed through preclinical to late stage clinical trials towards approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods, are altered along the way in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives, and any of these changes could cause Marker’s product candidates to perform differently and affect the results of planned clinical trials or other future clinical trials.

Currently, Marker’s product candidates are manufactured using processes by BCM, its third-party research institution collaborator, that Marker may not intend to use for more advanced clinical trials or commercialization. Although Marker is working to develop commercially viable processes, doing so is a difficult and uncertain task, and there are risks associated with scaling to the level required for advanced clinical trials or commercialization, including, among others, cost overruns, potential problems with process scale-out, process reproducibility, stability issues, lot consistency, and timely availability of raw materials. As a result of these challenges, Marker may experience delays in Marker’s clinical development and/or commercialization plans. Marker may ultimately be unable to reduce the cost of goods for Marker’s product candidates to levels that will allow for an attractive return on investment if and when those product candidates are commercialized.

The deviations in Marker’s proposed new products from existing products may require Marker to perform additional testing, which will increase the cost, and extend the time for obtaining approval.

Marker’s MultiTAA T cell therapy platform is based on the adoptive T cell therapy technology that Marker licensed from BCM and that is presently available as a physician-sponsored investigational therapy for the treatment of lymphoma, AML/MDS and multiple myeloma in the U.S. at BCM. The current method of treatment is labor intensive and expensive. Marker is performing process optimization that it anticipates will enable more efficient manufacturing of its products. Marker may have difficulty demonstrating that the products produced from its new processes are identical to the existing products. The FDA may require additional clinical testing before permitting a larger clinical trial with the new processes, and also the product may not be as efficacious in the new clinical trials. Cellular products are not considered to be well characterized products because there are hundreds of markers present on these cells, and even small changes in manufacturing processes could alter the cell types. It is unclear at this time which of those markers are critical for success of these cells to combat cancer, so Marker’s ability to predict the outcomes with newer manufacturing processes is limited. The changes that Marker may make to the existing manufacturing process may require additional testing, which may increase costs and timelines associated with these developments.

28

In addition to developing a multi-antigen T cell-based therapy on existing adoptive T cell therapy technology, Marker is currently evaluating the desirability of conducting clinical trials of Marker’s products in combination with other existing drugs. These combination therapies will require additional testing, and clinical trials will require additional FDA regulatory approval and will increase Marker’s future cost of development.

Marker will be unable to commercialize its products if its trials are not successful.

Marker’s research and development programs are at an early stage. Marker must demonstrate its products’ safety and efficacy in humans through extensive clinical testing. Marker may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of Marker’s products, including but not limited to the following:

•

safety and efficacy results in various human clinical trials reported in scientific and medical literature may not be indicative of results Marker obtains in its clinical trials;

​

•

after reviewing test results, Marker or its collaborators may abandon projects that Marker might previously have believed to be promising;

​

•

Marker, its collaborators or regulators, may suspend or terminate clinical trials if the participating subjects or patients are being exposed to unacceptable health risks; and

​

•

the effects Marker’s potential products have may not be the desired effects or may include undesirable side effects or other characteristics that preclude regulatory approval or limit their commercial use if approved.

​

Clinical testing is very expensive, can take many years, and the outcome is uncertain. It can take as much as 12 months or more before Marker learns the results from any clinical trial using Marker’s MultiTAA T cell therapy. The data collected from Marker’s clinical trials may not be sufficient to support approval by the FDA of Marker’s MultiTAA T cell therapy-based product candidates for the treatment of hematological malignancies. The clinical trials for Marker’s products under development may not be completed on schedule and the FDA may not ultimately approve any of Marker’s product candidates for commercial sale. If Marker fails to adequately demonstrate the safety and efficacy of any product candidate under development, Marker may not receive regulatory approval for those products, which would prevent Marker from generating revenues or achieving profitability.

Marker’s research and development efforts are to a large extent dependent upon BCM’s investigators.

It will take time to fully develop Marker’s research and development infrastructure. Marker currently depends upon and will continue to depend upon independent investigators and collaborators, such as BCM, and which in the future may include other universities, medical institutions, and strategic partners, to conduct Marker’s preclinical and clinical trials. Marker does not yet have its own research and development laboratory or a strategic research and development agreement or manufacturing agreement in place with BCM. If Marker needs to enter into alternative arrangements, its product development activities would be delayed. Agreements with such third parties might terminate for a variety of reasons, including a failure to perform by the third parties.

Marker expects to use the results of BCM’s research to support the filing with the FDA of INDs to conduct more advanced clinical trials of Marker’s products. However, Marker has limited control over the nature or timing of BCM’s clinical trials and limited visibility into their day-to-day activities. The research Marker is funding constitutes only a small portion of BCM’s overall research. Other research being conducted by Dr. Ann Leen and Dr. Juan Vera may at times receive higher priority than research on Marker’s programs. These factors could adversely affect the timing of Marker’s IND filings and its ability to conduct future planned clinical trials.

Marker is subject to extensive regulation, which can be costly, time consuming and can subject Marker to unanticipated delays; even if Marker obtains regulatory approval for some of its products, those products may still face regulatory difficulties.

All of Marker’s potential products, cell processing and manufacturing activities, are subject to comprehensive regulation by the FDA in the United States and by comparable authorities in other

29

countries. The process of obtaining FDA and other required regulatory approvals, including foreign approvals, is expensive and often takes many years and can vary substantially based upon the type, complexity and novelty of the products involved. In addition, regulatory agencies may lack experience with Marker’s technologies and products, which may lengthen the regulatory review process, increase Marker’s development costs and delay or prevent their commercialization.

No adoptive T cell therapy using MultiTAA T cells has been approved for marketing in the U.S. by the FDA. Consequently, there is no precedent for the successful commercialization of products based on Marker’s technologies. In addition, Marker has had only limited experience in filing and pursuing applications necessary to gain regulatory approvals, which may impede Marker’s ability to obtain timely FDA approvals, if at all. Marker has not yet sought FDA approval for any adoptive T cell therapy product. Marker will not be able to commercialize any of its potential products until Marker obtains FDA approval, and so any delay in obtaining, or inability to obtain, FDA approval would harm Marker’s proposed business.

If Marker violates regulatory requirements at any stage, whether before or after marketing approval is obtained, Marker may be fined, forced to remove a product from the market and experience other adverse consequences including delay, which could materially harm Marker’s business development. Additionally, Marker may not be able to obtain the labeling claims necessary or desirable for the promotion of its products. Marker may also be required to undertake post-marketing trials. In addition, if Marker or others identify side effects after any of Marker’s adoptive T cell therapy products are on the market, or if manufacturing problems occur, regulatory approval may be withdrawn and reformulation of Marker’s products may be required.

Marker may not be able to license newly developed MultiTAA T cell technology from BCM and others.

An important element of Marker’s intellectual property portfolio is to license additional rights and technologies from BCM. Marker’s inability to license the rights and technologies that Marker has identified, or newly developed MultiTAA T cell technology that Marker may in the future identify, could have a material adverse impact on Marker’s ability to complete the development of its products or to develop additional products. No assurance can be given that Marker will be successful in licensing any additional rights or technologies from BCM and others. Failure to obtain additional rights and licenses may detrimentally affect Marker’s planned development of additional product candidates and could increase the cost, and extend the timelines associated with Marker’s development of such other products.

The market opportunities for Marker’s product candidates may be limited to those patients who are ineligible for or have failed prior treatments and may be small.

The FDA often approves new therapies initially only for use in patients with relapsed or refractory metastatic disease. Marker expects to initially seek approval of its product candidates in this setting. Subsequently, for those products that prove to be sufficiently beneficial, if any, Marker would expect to seek approval in earlier lines of treatment and potentially as a first line therapy. There is no guarantee, however, that Marker’s product candidates, even if approved, would be approved for earlier lines of therapy, and, prior to any such approvals, Marker may have to conduct additional clinical trials.

Marker’s projections of both the number of people who have the cancers it is targeting, as well as the subset of people with these cancers in a position to receive second or third line therapy, and who have the potential to benefit from treatment with Marker’s product candidates, are based on Marker’s research and estimates. These estimates have been derived from a variety of sources, including scientific literature, surveys of clinics, patient foundations, or market research by third parties, and may prove to be incorrect. Further, new studies may change the estimated incidence or prevalence of these cancers. The number of treatable patients may turn out to be lower than expected. Additionally, the potentially addressable patient population for Marker’s product candidates may be limited or may not be amenable to treatment with Marker’s product candidates, and may also be limited by the cost of Marker’s treatments and the reimbursement of those treatment costs by third-party payors. For instance, Marker expects its lead product candidate, LAPP, to initially target a small patient population that suffers from AML. Even if Marker obtains significant market share for its product candidates, because the potential target populations are small, Marker may never achieve profitability without obtaining regulatory approval for additional indications.

30

Marker is required to pay substantial royalties and lump sum milestone payments under Marker’s license agreement with BCM, and Marker must meet certain milestones to maintain Marker’s license rights.

Under Marker’s license agreement with BCM for Marker’s MultiTAA T cell therapy technologies, Marker is currently required to pay both substantial milestone payments and royalties to BCM based on its revenues from sales of its products utilizing the licensed technologies, and these payments could adversely affect the overall profitability for Marker of any products that it may seek to commercialize. In order to maintain its license rights under the BCM license agreement, Marker will need to meet certain specified milestones, subject to certain cure provisions, in the development of its product candidates. There is no assurance that Marker will be successful in meeting all of the milestones in the future on a timely basis or at all.

In addition, upon a liquidity event (as defined in Marker’s Exclusive License Agreement, or the BCM license agreement, with BCM, but shall not include the merger) of the licensee under the BCM license agreement (which, if the merger is consummated, the licensee shall be the combined company), BCM will receive a liquidity incentive payment of 0.5% of the liquidity event proceeds (as defined in the BCM license agreement) received by such licensee or its stockholders in the liquidity event, thereby diluting the amount of proceeds available to the licensee or its stockholders in a liquidity event.

Because Marker’s current products represent, and Marker’s other potential product candidates will represent novel approaches to the treatment of disease, there are many uncertainties regarding the development, the market acceptance, third-party reimbursement coverage and the commercial potential of Marker’s product candidates.

There is no assurance that the approaches offered by Marker’s products will gain broad acceptance among doctors or patients or that governmental agencies or third-party medical insurers will be willing to provide reimbursement coverage for proposed product candidates. Moreover, Marker does not have verifiable internal marketing data regarding the potential size of the commercial market for Marker’s product candidates, nor has Marker obtained independent marketing surveys to verify the potential size of the commercial markets for Marker’s current product candidates or any future product candidates. Since Marker’s current product candidates and any future product candidates will represent new approaches to treating various conditions, it may be difficult, in any event, to accurately estimate the potential revenues from these product candidates. Accordingly, Marker may spend large amounts of money trying to obtain approval for product candidates that have an uncertain commercial market. The market for any products that Marker successfully develops will also depend on the cost of the product. Marker does not yet have sufficient information to reliably estimate what it will cost to commercially manufacture Marker’s current product candidates, and the actual cost to manufacture these products could materially and adversely affect the commercial viability of these products. Marker’s goal is to reduce the cost of manufacturing its therapies. However, unless Marker is able to reduce those costs to an acceptable amount, Marker may never be able to develop a commercially viable product. If Marker does not successfully develop and commercialize products based upon its approach, or find suitable and economical sources for materials used in the production of its products, Marker will not become profitable.

Marker’s MultiTAA T cell therapy may be provided to patients in combination with other agents provided by third parties. The cost of such combination therapy may increase the overall cost of MultiTAA T cell therapy and may result in issues regarding the allocation of reimbursements between Marker’s therapy and the other agents, all of which may adversely affect Marker’s ability to obtain reimbursement coverage for the combination therapy from third-party medical insurers.

No assurance can be given that Marker will be able to develop a new, FDA-compliant, more efficient, lower cost manufacturing process upon which Marker’s business plan to commercialize MultiTAA-based products is dependent.

In cooperation with Marker’s potential contract manufacturers, Marker intends to develop improved methods for generating and selecting T cells, and to develop methods for large-scale production of its current product candidates that are in accordance with current Good Manufacturing Practices, or cGMP, procedures. Developing a new, scaled-up, pharmaceutical manufacturing process that can more efficiently and cost effectively, and in a more automated manner produce, measure and control the physical and/or

31

chemical attributes of Marker’s products in a cGMP facility is subject to many uncertainties and difficulties. Marker has never manufactured its adoptive T cell therapy product candidate on any scale, commercial or otherwise. As a result, Marker cannot give any assurance that it will be able to establish a manufacturing process that can produce its products at a cost or in quantities necessary to make them commercially viable. Moreover, Marker’s third-party manufacturers will have to continually adhere to current cGMP regulations enforced by the FDA through its facilities inspection program. If the facilities of these manufacturers cannot pass a pre-approval plant inspection, the FDA premarket approval of Marker’s products will not be granted. In complying with cGMP and foreign regulatory requirements, Marker and any of Marker’s third-party manufacturers will be obligated to expend time, money and effort in production, record-keeping and quality control to assure that Marker’s products meet applicable specifications and other requirements. If Marker or any of its third-party manufacturers fail to comply with these requirements, Marker may be subject to regulatory action. No assurance can be given that Marker will be able to develop such manufacturing process, or that its partners will thereafter be able to establish and operate such a production facility.

If product liability lawsuits are brought against Marker, Marker may incur substantial liabilities and may be required to limit commercialization of Marker’s product candidates.

Marker faces an inherent risk of product liability as a result of the clinical testing of its product candidates and will face an even greater risk if Marker commercializes any products. For example, Marker may be sued if its product candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent to the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection laws. If Marker cannot successfully defend itself against product liability claims, Marker may incur substantial liabilities or be required to limit commercialization of its product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

•

decreased demand for Marker’s product candidates;

​

•

injury to Marker’s reputation;

​

•

withdrawal of clinical trial participants;

​

•

initiation of investigations by regulators;

​

•

costs to defend the related litigation;

​

•

a diversion of management’s time and Marker’s resources;

​

•

substantial monetary awards to trial participants or patients;

​

•

product recalls, withdrawals or labeling, marketing or promotional restrictions;

​

•

loss of revenue;

​

•

exhaustion of any available insurance and Marker’s capital resources; and

​

•

the inability to commercialize any product candidate.

​

Marker’s inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could inhibit or prevent the commercialization of products it develops, alone or with collaborators. Marker’s insurance policies may also have various exclusions, and Marker may be subject to a product liability claim for which Marker has no insurance coverage. While Marker will obtain clinical trial insurance for Marker’s Phase II clinical trials of MAPP and LAPP, Marker may have to pay amounts awarded by a court or negotiated in a settlement that exceed Marker’s coverage limitations or that are not covered by its insurance, and Marker may not have, or be able to obtain, sufficient capital to pay such amounts. Even if Marker’s agreements with any future collaborators entitle it to indemnification against losses, such indemnification may not be available or adequate should any claim arise.

32

Marker faces significant competition from other biotechnology and pharmaceutical companies and from non-profit institutions.

Competition in the field of cancer therapy is intense and is accentuated by the rapid pace of technological development. Research and discoveries by others may result in breakthroughs that may render Marker’s products obsolete even before they generate any revenue. There are products currently under development by others that could compete with the products that Marker is developing. Many of Marker’s potential competitors have substantially greater research and development capabilities and manufacturing, marketing, financial and managerial resources than Marker has. Marker’s competitors may:

•

develop safer or more effective immunotherapies and other therapeutic products;

​

•

reach the market more rapidly, reducing the potential sales of Marker’s products; or

​

•

establish superior proprietary positions.

​

Potential competitors in the market for treating hematological malignancies are companies such as Bristol-Myers Squibb, Roche/Genentech, Merck, Novartis, Gilead, Amgen, Pfizer, and GlaxoSmithKline, which already have products on the market or in development. Other companies, such as Celgene, Cellectis and Adaptimmune, which are focused on genetically engineered T cell technologies to treat cancer, may also be competitors. Furthermore, companies such as Iovance are developing non-genetically modified T cell therapies such as Tumor Infiltrating Lymphocyte, or TIL, therapies that may compete with Marker’s products. All of these companies, and most of Marker’s other current and potential competitors have substantially greater research and development capabilities and financial, scientific, regulatory, manufacturing, marketing, sales, human resources, and experience than Marker does. Many of Marker’s competitors have several therapeutic products that have already been developed, approved and successfully commercialized, or are in the process of obtaining regulatory approval for their therapeutic products in the United States and internationally.

Universities and public and private research institutions in the U.S. and around the world are also potential competitors. While these universities and public and private research institutions primarily have educational objectives, they may develop proprietary technologies that lead to other FDA approved therapies or that secure patent protection that Marker may need for the development of its technologies and products.

Marker’s lead product candidate, LAPP, is a therapy for the treatment of refractory AML. Currently, there are numerous companies that are developing various alternate treatments for AML. Accordingly, LAPP faces significant competition in the AML treatment space from multiple companies. Even if Marker obtains regulatory approval for LAPP, the availability and price of competitors’ products could limit the demand and the price Marker will be able to charge for its therapy. Marker may not be able to implement its business plan if the acceptance of its products is inhibited by price competition or the reluctance of physicians to switch from other methods of treatment to Marker’s product, or if physicians switch to other new therapies, drugs or biologic products or choose to reserve Marker’s products for use in limited circumstances.

Marker’s internal computer systems, or those used by its contract research organizations or other contractors or consultants, may fail or suffer security breaches.

Despite the implementation of security measures, Marker’s internal computer systems and those of its contract research organizations and other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in Marker’s operations, it could result in disruption of Marker’s drug development programs. For example, the loss of clinical study data from completed or ongoing clinical studies for a product candidate could result in delays in Marker’s regulatory approval efforts and significantly increase its costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in loss of or damage to Marker’s data or applications, or inappropriate disclosure of confidential or proprietary information, Marker could incur liability and the further development of any product candidates could be delayed.

33

Risks Related to Government Regulation of Marker

The FDA regulatory approval process is lengthy and time-consuming, and Marker may experience significant delays in the clinical development and regulatory approval of its product candidates.

Marker has not previously submitted a Biologics License Application, or BLA, to the FDA, or similar approval filings to comparable foreign authorities. A BLA must include extensive preclinical and clinical data and supporting information to establish the product candidate’s safety and effectiveness for each desired indication. The BLA must also include significant information regarding the chemistry, manufacturing and controls, or CMC, for the product. Marker expects the novel nature of Marker’s product candidates to create further challenges in obtaining regulatory approval. For example, the FDA has limited experience with commercial development of cell therapies for cancer. Accordingly, the regulatory approval pathway for Marker’s product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained.

Marker may also experience delays in completing planned clinical trials for a variety of reasons, including delays related to:

•

the availability of financial resources to commence and complete the planned trials;

​

•

reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

​

•

obtaining approval by an independent institutional review board, or IRB, at each clinical trial site;

​

•

recruiting suitable patients to participate in a trial;

​

•

having patients complete a trial or return for post-treatment follow-up;

​

•

clinical trial sites deviating from trial protocol or dropping out of a trial;

​

•

adding new clinical trial sites; or

​

•

manufacturing sufficient quantities of qualified materials under cGMPs and applying them on a subject by subject basis for use in clinical trials.

​

Marker could also encounter delays if physicians face unresolved ethical issues associated with enrolling patients in clinical trials of Marker’s product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be suspended or terminated by Marker, the IRB for the institutions in which such trials are being conducted, the Data Monitoring Committee for such trial, or by the FDA or other regulatory authorities due to a number of factors. Those factors could include failure to conduct the clinical trial in accordance with regulatory requirements or Marker’s clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. If Marker experiences termination of, or delays in the completion of, any clinical trial of Marker’s product candidates, the commercial prospects for Marker’s product candidates will be harmed, and its ability to generate product revenue will be delayed. In addition, any delays in completing Marker’s clinical trials will increase Marker’s costs, slow down Marker’s product development and approval process and jeopardize Marker’s ability to commence product sales and generate revenue.

Obtaining and maintaining regulatory approval of Marker’s product candidates in one jurisdiction does not mean that Marker will be successful in obtaining regulatory approval of its product candidates in other jurisdictions.

Obtaining and maintaining regulatory approval of Marker’s product candidates in one jurisdiction does not guarantee that Marker will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants marketing approval

34

of a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials as clinical studies conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that Marker intends to charge for Marker’s products is also subject to approval.

Marker may also submit marketing applications in other countries. Regulatory authorities in jurisdictions outside of the United States have requirements for approval of product candidates with which Marker must comply prior to marketing in those jurisdictions. Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for Marker and could delay or prevent the introduction of its products in certain countries. If Marker fails to comply with the regulatory requirements in international markets and/or receive applicable marketing approvals, its target market will be reduced and Marker’s ability to realize the full market potential of its product candidates will be harmed.

Even if Marker receives regulatory approval of its product candidates, it will be subject to ongoing quality and regulatory obligations and continued regulatory review, which may result in significant additional expense, and Marker may be subject to penalties if it fails to comply with regulatory requirements or experiences unanticipated problems with its product candidates.

Any regulatory approvals that Marker receives for its product candidates will require surveillance to monitor the safety and efficacy of the product candidate. The FDA may also require a risk evaluation and mitigation strategy in order to approve Marker’s product candidates, which could entail requirements for a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or a comparable foreign regulatory authority approves Marker’s product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export and recordkeeping for Marker’s product candidates will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMPs and cGCPs for any clinical trials that Marker conducts post-approval. Later discovery of previously unknown problems with Marker’s product candidates, including adverse events of unanticipated severity or frequency, or with Marker’s third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

•

restrictions on the marketing or manufacturing of Marker’s product candidates, withdrawal of the product from the market, or voluntary or mandatory product recalls;

​

•

fines, warning letters or holds on clinical trials;

​

•

refusal by the FDA to approve pending applications or supplements to approved applications filed by Marker or suspension or revocation of license approvals;

​

•

product seizure or detention, or refusal to permit the import or export of Marker’s product candidates; and

​

•

injunctions or the imposition of civil or criminal penalties.

​

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of Marker’s product candidates. Marker cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If Marker is slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if it is not able to maintain regulatory compliance, Marker may lose any marketing approval that it may have obtained and Marker may not achieve or sustain profitability.

35

Recently enacted and future legislation in the United States and other countries may affect the prices Marker may obtain for its product candidates and increase the difficulty and cost to commercialize its product candidates.

In the United States and many other countries, rising healthcare costs have been a concern for governments, patients and the health insurance sector, which has resulted in a number of changes to laws and regulations, and may result in further legislative and regulatory action regarding the healthcare and health insurance systems that could affect Marker’s ability to profitably sell any product candidates for which it has obtained marketing approval.

For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or ACA, was enacted in the United States in March 2010, with the stated goals of containing healthcare costs, improving quality and expanding access to healthcare, and includes measures to change health care delivery, increase the number of individuals with insurance, ensure access to certain basic health care services, and contain the rising cost of care. Since January 2017, President Trump has signed two executive orders and other directives designed to delay, circumvent, or loosen certain requirements mandated by the ACA. Concurrently, Congress has considered legislation that would repeal or repeal and replace all or part of the ACA. While Congress has not passed repeal legislation, two bills affecting the implementation of certain taxes under the ACA have been signed into law. The Tax Cuts and Jobs Act of 2017 includes a provision that repealed, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate”. Additionally, on January 22, 2018, President Trump signed a continuing resolution on appropriations for fiscal year 2018 that delayed the implementation of certain ACA-mandated fees, including the so-called “Cadillac” tax on certain high cost employer-sponsored insurance plans, the annual fee imposed on certain health insurance providers based on market share, and the medical device excise tax on non-exempt medical devices. Further, the Bipartisan Budget Act of 2018, among other things, amended the ACA, effective January 1, 2019, to increase from 50% to 70% the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D and to close the coverage gap in most Medicare drug plans, commonly referred to as the “donut hole.” Congress may consider other legislation to repeal or replace elements of the ACA. These executive orders and legislative actions may result in increased health insurance premiums and reduce the number of people with health insurance in the United States, and have other effects that could adversely affect U.S. health insurance markets and the ability of patients to have access to therapies that Marker’s product candidates can provide.

In addition, other federal health reform measures have been proposed and adopted in the United States. For example, as a result of the Budget Control Act of 2011, providers are subject to Medicare payment reductions of 2% per fiscal year through 2027 unless additional Congressional action is taken. Further, the American Taxpayer Relief Act of 2012 reduced Medicare payments to several providers and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The Medicare Access and CHIP Reauthorization Act of 2015 also introduced a quality payment program under which certain individual Medicare providers will be subject to certain incentives or penalties based on new program quality standards. Payment adjustments for the Medicare quality payment program will begin in 2019. At this time, it is unclear how the introduction of the quality payment program will impact overall physician reimbursement under the Medicare program. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. Further, there has been heightened governmental scrutiny in the United States of pharmaceutical pricing practices in light of the rising cost of prescription drugs and biologics.

The combination of healthcare cost containment measures, increased health insurance costs, reduction of the number of people with health insurance coverage, as well as future legislation and regulations focused on reducing healthcare costs by reducing the cost of, or reimbursement and access to, pharmaceutical products, may limit or delay Marker’s ability to commercialize its products, generate revenue or attain profitability.

Marker’s employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

Marker is exposed to the risk of employee fraud or other illegal activity by its employees, independent contractors, consultants, commercial partners and vendors. Misconduct by these parties could include

36

intentional, reckless and/or negligent conduct that fails to: comply with the laws of the FDA and other similar foreign regulatory bodies, provide true, complete and accurate information to the FDA and other similar foreign regulatory bodies, comply with manufacturing standards Marker has established, comply with healthcare fraud and abuse laws in the United States and similar foreign fraudulent misconduct laws, or report financial information or data accurately or to disclose unauthorized activities to Marker. If Marker obtains FDA approval of any of its product candidates and begins commercializing those products in the United States, Marker’s potential exposure under such laws will increase significantly, and its costs associated with compliance with such laws are also likely to increase. These laws may impact, among other things, Marker’s current activities with principal investigators and research patients, as well as proposed and future sales, marketing and education programs. In particular, the promotion, sales and marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and commission(s), certain customer incentive programs and other business arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of patient recruitment for clinical trials.

Efforts to ensure that Marker’s business arrangements comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that Marker’s business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against Marker, and it is not successful in defending itself or in asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of Marker’s operations, any of which could adversely affect Marker’s ability to develop its business. In addition, the approval and commercialization of any of Marker’s product candidates outside the United States will also likely subject Marker to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

Risks Related to Marker’s Intellectual Property

Marker may be involved in lawsuits to protect or enforce its patents or the patents of its licensors, which could be expensive, time-consuming and unsuccessful.

Competitors may infringe Marker’s intellectual property rights or those of Marker’s licensors. To counter infringement or unauthorized use, Marker may be required to file infringement claims, which can be expensive and time-consuming. In addition, in a patent infringement proceeding, a court may decide that one or more of the patents Marker owns or in-licenses is not valid or is unenforceable, and/or is not infringed. An adverse result in any litigation or defense proceedings could put one or more of Marker’s patents at risk of being invalidated, held unenforceable, or interpreted narrowly and could put Marker’s patent applications at risk of not issuing. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from Marker’s business. Marker may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. In the event of a successful claim of infringement against Marker, Marker may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign Marker’s infringing products, which may be impossible or require substantial time and monetary expenditure.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on any issued patent and/or pending patent applications will be due to the U.S. Patent and Trademark Office, or USPTO, and foreign patent agencies in several stages over the lifetime of Marker’s patents and/or applications. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Marker employs reputable law firms and other professionals to help it comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with rules applicable to the particular jurisdiction. However, there are situations in which noncompliance can result in abandonment or

37

lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, Marker’s competitors might be able to enter the market, which would have a material adverse effect on Marker’s business development.

Marker may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

Marker’s involvement in any litigation or other proceeding relating to intellectual property rights, even if resolved in Marker’s favor, could result in substantial costs and distract management and other employees. Some of Marker’s competitors may be better able to sustain the costs of complex patent litigation because they have substantially greater resources. If there is litigation against Marker, Marker may not be able to continue its development operations.

Interference or derivation proceedings provoked by third parties or brought by Marker or declared by the USPTO may be necessary to determine the priority of inventions with respect to Marker’s patents or patent applications or those of Marker’s licensors. Should third parties file patent applications, or be issued patents claiming technology also used or claimed by Marker, Marker may be required to participate in interference or derivation proceedings in the USPTO to determine priority of invention. Marker may be required to participate in interference or derivation proceedings involving its issued patents and pending applications. An unfavorable outcome could require Marker to cease using the related technology or to attempt to license rights from the prevailing party. The business of Marker could be harmed if the prevailing party does not offer Marker a license on commercially acceptable terms.

Issued patents covering Marker’s product candidates could be found invalid or unenforceable if challenged in court or with the USPTO.

If Marker, its licensing partner, or any potential future collaborator initiates legal proceedings against a third party to enforce a patent directed to one of Marker’s product candidates, the defendant could counterclaim that the patent is invalid and/or unenforceable in whole or in part. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge include an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could include an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant review, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in revocation or amendment to Marker’s patents in such a way that they are no longer directed to Marker’s product candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable, and prior art could render Marker’s patents or those of Marker’s licensors invalid or could prevent a patent from issuing from one or more of its pending patent applications. There is no assurance that all potentially relevant prior art relating to Marker patents and patent applications has been found. There is also no assurance that there is not prior art of which Marker is aware, but which Marker does not believe affects the validity or enforceability of a claim in Marker patents and patent applications, which may, nonetheless, ultimately be found to affect the validity or enforceability of a claim. Furthermore, even if Marker patents are unchallenged, they may not adequately protect Marker’s intellectual property, provide exclusivity for Marker product candidates, prevent others from designing around Marker claims or provide Marker with a competitive advantage. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, Marker would lose at least part, and perhaps all, of the patent protection on Marker’s product candidates. In addition, if the breadth or strength of protection provided by Marker’s patents and patent applications is threatened, it could dissuade companies from collaborating with Marker to license, develop or commercialize current or future product candidates. Such a loss of patent protection could have a material adverse impact on Marker’s business development.

38

If Marker is unable to protect its proprietary rights, Marker may not be able to compete effectively or operate profitably.

Marker’s commercial success is dependent in part on its ability to obtain, maintain, and enforce the patents and other proprietary rights that it has licensed and may develop, and on its ability to avoid infringing the proprietary rights of others. Marker generally seeks to protect its proprietary position by filing patent applications in the United States and abroad related to its product candidates, proprietary technologies and their uses that are important to its business. Marker’s patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless, and until, patents issue from such applications, and then only to the extent the issued claims are directed to the technology. There can be no assurance that Marker’s patent applications or those of its licensor will result in additional patents being issued or that issued patents will afford sufficient protection against competitors with similar technology, nor can there be any assurance that the patents issued will not be infringed, designed around or invalidated by third parties. Even issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. The degree of future protection for Marker’s proprietary rights is uncertain. Only limited protection may be available and may not adequately protect Marker’s rights or permit Marker to gain or keep any competitive advantage. This failure to properly protect the intellectual property rights relating to Marker’s product candidates could have a material adverse effect on Marker’s financial condition and results of operations.

Marker seeks to protect its proprietary technology and processes, in part, by entering into confidentiality agreements with relevant employees, consultants, scientific advisors, and contractors. Marker also seeks to preserve the integrity and confidentiality of its data and trade secrets by maintaining physical security of the premises and physical and electronic security of the information technology systems. While Marker has confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and Marker may not have adequate remedies for any breach. In addition, trade secrets may otherwise become known or be independently discovered by competitors. To the extent that the consultants, contractors or collaborators use intellectual property owned by others in their work for Marker, disputes may arise as to the rights in related or resulting know-how and inventions.

Although Marker owns one issued patent in Europe with claims directed to methods of generating multi-antigen specific T cell products, Marker cannot be certain that the claims in other pending U.S. or European patent applications, international patent applications, and patent applications in certain other foreign territories directed to methods of generating multi-antigen specific T cell products, or Marker’s other product candidates, will be considered patentable by the United States Patent and Trademark Office, or USPTO, courts in the United States or by the patent offices and courts in foreign countries, nor can Marker be certain that the claims in its issued European patent will not be found invalid or unenforceable if challenged.

All of Marker’s intellectual property rights are currently licensed from BCM, so that the preparation and prosecution of these patents and patent applications was not performed by Marker or under Marker’s control. Furthermore, patent law relating to the scope of claims in the biotechnology field in which it operates is still evolving and, consequently, patent positions in Marker’s industry may not be as strong as in other more well-established fields. The patent positions of biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in biotechnology patents has emerged to date. The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that Marker or any of its potential future collaborators will be successful in protecting Marker product candidates by obtaining and defending patents. These risks and uncertainties include the following:

•

the USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process, the noncompliance with which can result in abandonment or lapse of a patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction;

​

•

patent applications may not result in any patents being issued;

​

39

•

patents that may be issued or in-licensed may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive advantage;

​

•

Marker’s competitors, many of whom have substantially greater resources than Marker, and many of whom have made significant investments in competing technologies, may seek or may have already obtained patents that will limit, interfere with or eliminate Marker’s ability to make, use and sell Marker’s potential product candidates;

​

•

there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns; and

​

•

countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing product candidates.

​

The patent prosecution process is also expensive and time-consuming, and Marker may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions where protection may be commercially advantageous. It is also possible that Marker will fail to identify patentable aspects of Marker’s research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, Marker may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, directed to technology that Marker licenses from third parties. Marker may also require the cooperation of Marker’s licensor, BCM, in order to enforce the licensed patent rights, and such cooperation may not be provided. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of Marker’s business. Marker cannot be certain that patent prosecution and maintenance activities by Marker’s licensor have been or will be conducted in compliance with applicable laws and regulations, which may affect the validity and enforceability of such patents or any patents that may issue from such applications. If they fail to do so, this could cause Marker to lose rights in any applicable intellectual property that Marker in-licenses, and as a result Marker’s ability to develop and commercialize products or product candidates may be adversely affected and Marker may be unable to prevent competitors from making, using and selling competing products.

In addition, identification of third-party patent rights that may be relevant to Marker’s technology is difficult because patent searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning of patent claims. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability and it is uncertain how much protection, if any, will be given to the patents Marker has licensed from BCM if either BCM or Marker attempts to enforce the patents and/or if they are challenged in court or in other proceedings, such as oppositions, which may be brought in foreign jurisdictions to challenge the validity of a patent. A third party may challenge Marker’s patents, if issued, or the patent rights that it licenses from others in the courts or patent offices in the United States and abroad. It is possible that a competitor may successfully challenge Marker’s patents or that a challenge will result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which could limit Marker’s ability to stop others from using or commercializing similar or identical products, or limit the duration of the patent protection of Marker’s products and product candidates. Moreover, the cost of litigation to uphold the validity of patents and to prevent infringement can be substantial. If the outcome of litigation is adverse to Marker, third parties may be able to use Marker’s patented invention without payment to it. Moreover, it is possible that competitors may infringe Marker’s patents or successfully avoid them through design innovation. To stop these activities Marker may need to file a lawsuit. These lawsuits are expensive and would consume time and other resources, even if Marker were successful in stopping the violation of Marker’s patent rights. In addition, there is a risk that a court would decide that Marker’s patents are not valid and that Marker does not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity of Marker’s patents were upheld, a court would refuse to stop the other party on the ground that its activities are not covered by, that is, do not infringe, Marker’s patents.

40

Should third parties file patent applications, or be issued patents claiming technology also used or claimed by Marker’s licensor(s) or by Marker in any future patent application, Marker may be required to participate in interference proceedings in the USPTO to determine priority of invention for those patents or patent applications that are subject to the first-to-invent law in the United States, or may be required to participate in derivation proceedings in the USPTO for those patents or patent applications that are subject to the first-inventor-to-file law in the United States. Marker may be required to participate in such interference or derivation proceedings involving Marker’s issued patents and pending applications. Marker may be required to cease using the technology or to license rights from prevailing third parties as a result of an unfavorable outcome in an interference proceeding or derivation proceeding. A prevailing party in that case may not offer Marker a license on commercially acceptable terms.

The use of Marker’s technologies could potentially conflict with the rights of others.

Marker’s potential competitors or other entities may have or acquire patent or proprietary rights that they could enforce against Marker’s licensors. There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions, reexaminations, inter partes review proceedings and post-grant review, or PGR, proceedings before the USPTO and/or corresponding foreign patent offices. Numerous third-party U.S. and foreign issued patents and pending patent applications exist in the fields in which Marker is developing product candidates. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of our product candidates. If they do so, then they could limit Marker’s ability to make, use, sell, offer for sale or import our product candidates and products that may be approved in the future, or impair our competitive position by requiring Marker to alter its products, pay licensing fees or cease activities.

As the biotechnology industry expands and more patents are issued, the risk increases that Marker’s product candidates may be subject to claims of infringement of the patent rights of third parties. Because patent applications are maintained as confidential for a certain period of time, until the relevant application is published Marker may be unaware of third-party patents that may be infringed by commercialization of any of Marker’s product candidates, and Marker cannot be certain that it was the first to file a patent application related to a product candidate or technology. Moreover, because patent applications can take many years to issue, there may be currently-pending patent applications that later issue as patents that Marker’s product candidates may infringe. If Marker’s products conflict with patent rights of others, third parties could bring legal actions against Marker or its collaborators, licensees, suppliers or customers, claiming damages and seeking to enjoin manufacturing and marketing of the affected products. If these legal actions are successful, in addition to any potential liability for damages, Marker could be required to obtain a license in order to continue to manufacture or market the affected products. Marker may not prevail in any legal action and a required license under the patent may not be available on acceptable terms or at all.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing Marker’s ability to protect its products.

As is the case with other biopharmaceutical companies, Marker’s success is dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involve both technological and legal complexity, and is therefore costly, time-consuming and inherently uncertain. Changes in either the patent laws or in the interpretations of patent laws in the United States and other countries may diminish the value of Marker’s intellectual property. Marker cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. For example, on September 16, 2011, the Leahy-Smith America Invents Act, or Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. In particular, under the Leahy-Smith Act, the United States transitioned in March 2013 to a “first inventor to file” system in which the first inventor to file a patent application will be entitled to the patent. Third parties are allowed to submit prior art before the issuance of a patent by the USPTO, and may become involved in post-grant proceedings including post grant review, derivation, reexamination, inter-partes review or interference

41

proceedings challenging Marker’s patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope or enforceability of, or invalidate, Marker’s patent rights, which could adversely affect Marker’s competitive position. In addition, recent U.S. Supreme Court rulings on several patent cases have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to Marker’s ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken Marker’s ability to obtain new patents or to enforce Marker’s existing patents and patents that Marker might obtain in the future. While Marker does not believe that any of the patents owned or licensed by Marker will be found invalid based on these decisions, Marker cannot predict how future decisions by the courts, the U.S. Congress or the USPTO may impact the value of Marker’s patents.

Marker has limited foreign intellectual property rights and may not be able to protect its intellectual property rights throughout the world.

Marker has limited intellectual property rights outside the United States. Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and Marker’s intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, Marker may not be able to prevent third parties from practicing its inventions in all countries outside the United States, or from selling or importing products made using its inventions in and into the United States or other jurisdictions. Competitors may use Marker’s technologies in jurisdictions where Marker has not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where Marker has patent protection, but enforcement is not as strong as that in the United States. These products may compete with Marker’s products and patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biopharmaceutical products, which could make it difficult for Marker to stop the infringement of its patents or marketing of competing products in violation of Marker’s proprietary rights generally. Proceedings to enforce Marker’s patent rights in foreign jurisdictions could result in substantial costs and divert Marker’s efforts and attention from other aspects of Marker’s business, could put Marker’s patents at risk of being invalidated or interpreted narrowly and Marker’s patent applications at risk of not issuing and could provoke third parties to assert claims against Marker. Marker may not prevail in any lawsuits that it initiates and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Marker’s efforts to enforce Marker’s intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Marker develops or licenses.

Marker may be subject to claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.

As is common in the biotechnology and pharmaceutical industries, in addition to our employees, Marker engages the services of consultants to assist it in the development of its product candidates. Marker has received confidential and proprietary information from third parties. Marker employs individuals or engages consultants who were previously employed at other biotechnology or pharmaceutical companies. Marker may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of these third parties or Marker’s employees’ former employers. Litigation may be necessary to defend against these claims. Even if Marker is successful in defending against these claims, litigation could result in substantial cost and be a distraction to Marker’s management and employees.

42

If Marker fails to comply with any obligations under its existing license agreement or any future license agreements, or disputes arise with respect to those agreements, it could have a negative impact on its business and its intellectual property rights.

Marker is a party to a license agreement with BCM that imposes, and Marker may enter into additional licensing arrangements with third parties that may impose, diligence, development and commercialization timelines, milestone payment, royalty, insurance and other obligations on it. Marker’s rights to use the licensed intellectual property are subject to the continuation of and Marker’s compliance with the terms of these agreements. Disputes may arise regarding Marker’s rights to intellectual property licensed to it from a third party, including but not limited to:

•

the scope of rights granted under the license agreement and other interpretation-related issues;

​

•

the extent to which Marker technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

​

•

the sublicensing of patent and other rights;

​

•

Marker’s diligence obligations under the license agreement and what activities satisfy those diligence obligations;

​

•

the ownership of inventions and know-how resulting from the creation or use of intellectual property by Marker, alone or with its licensors and collaborators;

​

•

the scope and duration of Marker’s payment obligations;

​

•

Marker’s rights upon termination of such agreement; and

​

•

the scope and duration of exclusivity obligations of each party to the agreement.

​

If disputes over intellectual property and other rights that Marker has licensed or acquired from third parties prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, Marker may be unable to successfully develop and commercialize the affected product candidates. If Marker fails to comply with its obligations under current or future licensing agreements, these agreements may be terminated or the scope of Marker’s rights under them may be reduced and Marker might be unable to develop, manufacture or market any product that is licensed under these agreements.

Marker may be subject to claims challenging the inventorship or ownership of Marker patents and other intellectual property.

Marker may be subject to claims that former employees, collaborators or other third parties have an ownership interest in Marker patents or other intellectual property. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If Marker fails in defending any such claims, in addition to paying monetary damages, Marker may lose valuable intellectual property rights. Such an outcome could have a material adverse effect on Marker’s business. Even if Marker is successful in defending against such claims, litigation could result in substantial costs and distraction to management and other employees.

Patent terms may be inadequate to protect Marker’s competitive position on Marker’s product candidates for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering Marker’s product candidates are obtained, once the patent life has expired, Marker may be subject to competition from competitive products, including biosimilars. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, Marker’s owned and licensed patent portfolio may not provide sufficient rights to exclude others from commercializing products similar or identical to Marker’s products.

43

FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. For this purpose, any statements contained herein, other than statements of historical fact, including statements regarding the proposed merger with Marker, including the expected timetable for completing the merger; future financial and operating results, including targeted product milestones and potential revenues; benefits and synergies of the merger; future opportunities of the combined company; the progress and timing of product development programs and related trials; the potential efficacy of products and product candidates; and the strategy, projected costs, prospects, plans and objectives of management of either TapImmune, Marker or the combined company, may be forward-looking statements under the provisions of The Private Securities Litigation Reform Act of 1995. In this proxy statement, words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” “would” or other words that convey uncertainty of future events or outcomes are used to identify these forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including “critical accounting estimates” and risks relating to (with respect to TapImmune, Marker and/or the combined company, as applicable): the ability to consummate the proposed merger; the ability to maintain compliance with NASDAQ listing standards; the liquidity and trading market for shares prior to and following the consummation of the proposed merger and private placement transaction; clinical trials, including difficulties or delays in the completion of patient enrollment, data collection or data analysis; uncertainties in obtaining successful pre-clinical and clinical results for product candidates and unexpected costs that may result therefrom; ability to manufacture sufficient product to conduct clinical trials; ability to manage potential conflicts of interest concerning manufacturing and licensing matters; ability to obtain required regulatory approvals for product candidates; costs, timing and regulatory review of the combined company’s studies and clinical trials; failure to realize any value of certain product candidates being developed, in light of inherent risks and difficulties involved in successfully bringing product candidates to market; the ability to develop new product candidates; the ability to commercialize and launch any product candidate that receives regulatory approval; the ability to attain market acceptance among physicians, patients, patient advocacy groups, health care payors and the medical community for future products of the combined company; the ability to market any approved drug successfully or at all once it is on the market in light of challenges relating to regulatory compliance, pricing, market acceptance and competition; the ability to obtain the substantial additional funding required to conduct development and commercialization activities; and the ability to obtain, maintain and enforce patent and other intellectual property protection for currently marketed products and product candidates. These and other risks are described in greater detail in the section entitled “Risk Factors” beginning on page 13 of this proxy statement. Many of these factors that will determine actual results are beyond TapImmune’s, Marker’s, or the combined company’s ability to control or predict. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. In addition, any forward-looking statements in this proxy statement represent TapImmune’s views only as of the date of this proxy statement and should not be relied upon as representing TapImmune’s views as of any subsequent date. TapImmune anticipates that subsequent events and developments will cause its views to change. However, while TapImmune may elect to update these forward-looking statements publicly at some point in the future, TapImmune specifically disclaims any obligation to do so, except as may be required by law, whether as a result of new information, future events or otherwise. TapImmune’s forward-looking statements generally do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.

44

THE 2018 ANNUAL MEETING

TapImmune is furnishing this proxy statement to its stockholders as part of the solicitation of proxies by TapImmune’s board of directors for use at the 2018 Annual Meeting and at any adjournments or postponements thereof.

Date, Time and Place

The 2018 Annual meeting of the stockholders, or the 2018 Annual Meeting, of TapImmune Inc., or TapImmune, will be held at [•] a.m., local time, on [•], 2018, at the Hyatt Regency Jacksonville Riverfront, 225 East Coastline Drive, Jacksonville, Florida 32202, USA.

If you are a holder of record and plan to attend the 2018 Annual Meeting, please bring your proxy or a photo identification to confirm your identity. If you are a beneficial owner of common stock held by a bank or broker, i.e., in “street name,” you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote in person your common stock held in “street name,” you must get a proxy in your name from the registered holder.

Purposes of the 2018 Annual Meeting

The purposes of the 2018 Annual Meeting are to consider and act upon the following matters:

1.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement.

​

2.

To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction.

​

3.

To approve two separate proposals to amend TapImmune’s articles of incorporation to:

​

a.

increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon exercise of warrants, in each case, to Marker stockholders in connection with the merger and to the investors in the private placement transaction; and

​

b.

change the name of TapImmune to “Marker Therapeutics, Inc.”

​

4.

To approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation.

​

5.

To approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger.

​

6.

To elect seven persons as directors of TapImmune; provided, however, that, if the merger is completed, the board of directors of TapImmune will be reconstituted as set forth in the merger agreement.

​

7.

To approve on a non-binding advisory basis TapImmune’s 2017 executive compensation.

​

8.

To ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

​

45

9.

To consider and vote on a proposal to adjourn the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2018 Annual Meeting to approve items 1, 2, 3a, 3b, 4 or 5 above.

​

10.

To transact such other business as may properly come before the 2018 Annual Meeting or any adjournment or postponement thereof.

​

Proposals 1, 2, 3a, 3b, 4 and 5 are conditioned upon each other, and the approval of each such proposal is a condition to the completion of the merger. Therefore, the completion of the merger cannot proceed without the approval of Proposals 1, 2, 3a, 3b, 4 and 5.

The merger agreement is attached as Annex A.

Recommendation of TapImmune’s Board of Directors

After careful consideration, TapImmune’s board of directors unanimously recommends that TapImmune stockholders vote:

•

FOR Proposal 1 to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger;

​

•

FOR Proposal 2 to approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction;

​

•

FOR Proposal 3a to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000;

​

•

FOR Proposal 3b to change the name of TapImmune to “Marker Therapeutics, Inc.”;

​

•

FOR Proposal 4 to approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation;

​

•

FOR Proposal 5 to approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger;

​

•

FOR Proposal 6 to elect seven persons as directors;

​

•

FOR Proposal 7 to approve on a non-binding advisory basis TapImmune’s 2017 executive compensation;

​

•

FOR Proposal 8 to ratify the appointment of Marcum LLP as TapImmune’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

​

•

FOR Proposal 9 to approve an adjournment of the 2018 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2, 3a, 3b, 4 or 5.

​

Record Date and Stockholders Entitled to Vote

Only holders of record of shares of TapImmune common stock at the close of business on [•], 2018, the record date for the 2018 Annual Meeting, are entitled to vote the shares of TapImmune common stock they held on the record date at the 2018 Annual Meeting. At the close of business on the record date, there were [•] shares of TapImmune common stock outstanding and entitled to vote at the 2018 Annual Meeting, held by [•] stockholders of record. Each holder of record is entitled to one vote for each share of TapImmune common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

46

Voting Procedures

If your TapImmune common stock is held by a broker, bank or other nominee, they should send you instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy in any one of the following ways:

•

via the Internet by accessing the proxy materials on the secure website, www.proxyandprinting.com, and following the voting instructions on that website;

​

•

via telephone by calling Georgeson toll free 1-866-431-2096 in the United States or 1-781-575-2137if outside the United States and following the recorded instructions; or

​

•

by completing, dating, signing and returning the enclosed proxy card.

​

The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 1:00 a.m., Eastern time on [•], 2018. Of course, you can always come to the meeting and vote your shares in person. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by TapImmune’s board of directors.

TapImmune is not aware of any other matters to be presented at the meeting except for those described in this proxy statement. If any matters not described in this proxy statement are presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will use their own judgment to determine how to vote your shares. If the meeting is adjourned, your proxyholder may vote your shares on the new meeting date as well, unless you revoke your proxy instructions before then.

Whether or not you plan to attend the 2018 Annual Meeting in person, please vote as soon as possible to ensure your vote is counted.

Revoking Your Proxy Instructions

If you are a stockholder of record, you can revoke your proxy before your shares are voted at the meeting by:

•

Filing a written notice of revocation bearing a later date than the proxy with TapImmune’s Corporate Secretary at 5 W. Forsyth Street, Suite 200, Jacksonville, FL 32202 at or before the taking of the vote at the meeting;

​

•

Duly executing a later-dated proxy relating to the same shares and delivering it to TapImmune’s Corporate Secretary at 5 W. Forsyth Street, Suite 200, Jacksonville, FL 32202 at or before the taking of the vote at the meeting; or

​

•

Attending the meeting and voting in person (although attendance at the meeting will not in and of itself constitute a revocation of a proxy).

​

If you are a beneficial owner of shares held in “street name,” you may submit new voting instructions by contacting your bank, broker, nominee or trustee. You may also vote in person at the meeting if you obtain a legal proxy from them.

Counting Votes

Consistent with state law and TapImmune’s bylaws, the presence, in person or by proxy, of at least one-third of the shares outstanding and entitled to vote at the meeting will constitute a quorum for purposes of voting on a particular matter at the meeting. On the record date, there were [•] shares of TapImmune common stock outstanding and entitled to vote. Accordingly, the holders of  [•] shares must be present at the 2018 Annual Meeting to have a quorum.

Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof unless a new record date is set for the adjournment. Shares held of record by stockholders or their nominees who do not vote by proxy or attend the meeting in person will not be considered present or represented and will not be counted in determining

47

the presence of a quorum. Signed proxies that withhold authority or reflect abstentions or “broker non-votes” will be counted for purposes of determining whether a quorum is present. “Broker non-votes” are proxies received from brokerage firms or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters. If there is no quorum, the chairperson of the meeting or any officer entitled to preside at or to act as secretary of the meeting may adjourn the 2018 Annual Meeting to another date.

Assuming the presence of a quorum at the meeting, the following votes are required to approve each proposal:

•

Proposal 1 — To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the merger agreement. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 2 — To approve the issuance of TapImmune common stock, warrants to purchase TapImmune common stock and the issuance of shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, in each case, pursuant to the private placement transaction. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 3a — To approve an amendment to TapImmune’s articles of incorporation to increase the number of authorized shares of TapImmune common stock from 41,666,667 to 150,000,000, the approval of which is necessary to enable TapImmune to issue the required number of shares of TapImmune common stock, and shares of TapImmune common stock issuable upon exercise of warrants, in each case, to Marker stockholders in connection with the merger and to purchasers in connection with the private placement transaction. “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 3b — To approve an amendment to TapImmune’s articles of incorporation to change the name of TapImmune to “Marker Therapeutics, Inc.” “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 4 — To approve the reincorporation of TapImmune from a Nevada corporation to a Delaware corporation. “FOR” votes from the holders of a majority of the outstanding shares of TapImmune common stock as of the record date for the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 5 — To approve an increase in the number of authorized shares of TapImmune common stock reserved for issuance under the TapImmune Plan by 6,616,666 shares from 1,383,334 to 8,000,000 shares upon completion of the merger. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 6 — To re-elect seven persons as directors. The seven nominees receiving the most “FOR” votes (from the votes of shares cast in person or by proxy) will be elected.

​

•

Proposal 7 — To approve on a non-binding advisory basis TapImmune’s 2017 executive compensation. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

48

•

Proposal 8 — To ratify the appointment of Marcum LLP as TapImmune’s registered public accounting firm for the fiscal year ending December 31, 2018. “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal.

​

•

Proposal 9 — To approve the proposal to adjourn the 2018 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals. 1, 2, 3a, 3b, 4 or 5. If a quorum is present at the 2018 Annual Meeting, “FOR” votes from the holders of a majority of the shares of TapImmune common stock present in person or represented by proxy and entitled to vote on the matter at the 2018 Annual Meeting are required to approve this proposal. If a quorum is not present, either (i) the chairperson of the meeting or (ii) any officer entitled to preside at or to act as secretary of the meeting may adjourn the meeting.

​

With respect to “routine” matters, such as the ratification of the selection of TapImmune’s independent registered public accounting firm, a bank, brokerage firm, or other nominee has the authority (but is not required) under the rules governing self-regulatory organizations, or the SRO rules, including NASDAQ, to vote its clients’ shares if the clients do not provide instructions. When a bank, brokerage firm, or other nominee votes its clients’ shares on routine matters without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted FOR, AGAINST or ABSTAINING with respect to such routine matters.

With respect to “non-routine” matters, a bank, brokerage firm, or other nominee is not permitted under the SRO rules to vote its clients’ shares if the clients do not provide instructions. The bank, brokerage firm, or other nominee will so note on the voting instruction form, and this constitutes a “broker non-vote.” “Broker non-votes” will be counted for purposes of establishing a quorum to conduct business at the meeting, but not for determining the number of shares voted FOR, AGAINST, ABSTAINING or WITHHELD FROM with respect to such non-routine matters.

In summary, if you do not vote your proxy, your bank, brokerage firm, or other nominee may either:

•

vote your shares on routine matters and cast a “broker non-vote” on non-routine matters; or

​

•

leave your shares unvoted altogether.

​

TapImmune encourages you to provide instructions to your bank, brokerage firm, or other nominee by voting your proxy. This action ensures that your shares will be voted in accordance with your wishes at the meeting.

No Dissenters’ Rights or Appraisal Rights

Holders of TapImmune common stock will not be entitled to any dissenters’ rights or appraisal rights with respect to any of the proposals to be voted on at the 2018 Annual Meeting.

Solicitation of Proxies

TapImmune will pay the cost of this proxy solicitation. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to soliciting proxies by mail, TapImmune’s directors, executive officers and employees and Marker’s directors and executive officers might solicit proxies personally and by telephone. None of these individuals will receive any additional compensation for this. TapImmune has engaged Georgeson to assist TapImmune in the distribution of proxy materials and the solicitation of votes described above for a fee of  $12,000, plus additional fees based on the amount and types of services rendered and reimbursement of reasonable expenses. TapImmune will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their principals and obtaining their proxies.

Adjournments and Postponements

The 2018 Annual Meeting may be adjourned, recessed or postponed if a quorum is present.

49

If the time, date and place of an adjourned meeting are announced at the original convening of the 2018 Annual Meeting, no notice of an adjourned meeting need be given unless, after the adjournment, a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. At any subsequent reconvening of the 2018 Annual Meeting at which a quorum is present in person or represented by proxy, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the 2018 Annual Meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Voting by TapImmune’s Directors, Executive Officers and Principal Stockholders

As of the close of business on the record date for the 2018 Annual Meeting, TapImmune’s directors and executive officers beneficially owned, in the aggregate [•] shares of TapImmune common stock, or collectively approximately [•]% of the issued and outstanding shares of TapImmune common stock. In connection with the execution of the merger agreement, stockholders beneficially owning, as of June 29, 2018, approximately 36.6% of the shares of TapImmune’s outstanding common stock (excluding, for purposes of such calculation, any warrants or options held by them), including TapImmune’s directors and executive officers, have entered into voting agreements with Marker that provide, among other things, that such stockholders shall vote in favor of the adoption of the merger agreement and against any proposal made in opposition to, or in any competition with, the merger. For more information on the voting and lock-up agreements, please see the section of this proxy statement entitled “Agreements Related to the Merger” beginning on page 97. TapImmune’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of TapImmune stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger — Interests of TapImmune’s Directors and Executive Officers in the Merger” beginning on page 75.

Assistance

If you need assistance in completing your enclosed proxy card or have questions regarding the 2018 Annual Meeting, please contact Georgeson, which is acting as TapImmune’s proxy solicitation agent in connection with the merger, toll free at 1-866-431-2096 or 1-781-575-2137 if calling from outside of the United States.

50

THE PARTIES

TapImmune Inc.
5 W. Forsyth Street, Suite 200
Jacksonville, FL 32202
Tel: (904) 516-5436

TapImmune is a biotechnology company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune’s approach broadly stimulates the cellular immune system by enhancing the function of killer T cells and helper T cells, and by restoring antigen presentation in tumor cells, thus allowing their recognition and killing by the immune system.

Marker Therapeutics, Inc.
33 5th Avenue N.W., Suite 800
New Brighton, Minnesota 55112
(651) 628-9259

Marker is a clinical stage immuno-oncology company focused on developing adoptive non-gene modified T cell therapies for the treatment of hematologic malignancies such as acute myeloid leukemia, mymphoma, and multiple myeloma, as well as certain solid tumors. Marker’s MultiTAA technology selectively expands non-engineered tumor-specific T cells that are able to kill tumor cells by targeting multiple tumor-associated antigens simultaneously to prevent immune escape and generate durable immunity. Patient/donor T cells are not genetically modified, and therefore, the cost of generating Marker’s therapies is significantly reduced. Marker is preparing for Phase II clinical trials.

Marker is privately held with offices in New Brighton, Minnesota.

51

THE MERGER

This section and the section entitled “The Merger Agreement” beginning on page 81 of this proxy statement describe the material aspects of the merger, including the merger agreement. While TapImmune believes that this description covers the material terms of the merger and the merger agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the merger agreement, which is attached as Annex A to this proxy statement, and the other Annexes attached hereto.

Background of the Merger

From time to time, TapImmune has considered strategic business initiatives intended to further the development of its business and maximize stockholder value.

In late Spring 2017, Peter Hoang met for drinks at a restaurant in Houston, Texas with Ali Behbahani, M.D., a partner at New Enterprise Associates, or NEA. John Wilson, the CEO of Marker, was also at the restaurant with Dr. Behbahani, and was introduced to Mr. Hoang.

In early Summer 2017, ViraCyte was searching for a new CEO, and Peter Hoang was recommended to ViraCyte for consideration. ViraCyte is owned by the same principal stockholder group as Marker and has technology which is being developed by the same research group at Baylor College of Medicine, or BCM, including Ann Leen, Ph.D., and Juan Vera, M.D. ViraCyte is a clinical stage biopharmaceutical company developing cellular immunotherapies for infectious disease applications. John Wilson is the Managing Director of ViraCyte.

In or around June 2017, Mr. Hoang and his wife had dinner with Dr. Leen and Dr. Vera to discuss the possibility of Mr. Hoang becoming CEO of ViraCyte. After the dinner, Mr. Hoang had a follow-up discussion with John Wilson in which Mr. Hoang conveyed that the timing was not right for Mr. Hoang to consider becoming the ViraCyte CEO, but he was willing to help ViraCyte by providing advice on strategy and financing, without compensation. Subsequently, Mr. Hoang attended some meetings regarding ViraCyte at Mr. Wilson’s request and provided advice to Mr. Wilson from time to time. In or around August 2017, ViraCyte issued approximately 1.0% of ViraCyte’s equity to Mr. Hoang in appreciation of his assistance to ViraCyte.

On September 22, 2017, Peter Hoang became the TapImmune CEO.

On October 19, 2017, Peter Hoang, two members of the TapImmune board of directors, Sherry Grisewood and Rick Wasserman, met in Houston, Texas with representatives of another company, Company A, to discuss the possibility of a merger with Company A. A follow-up meeting was scheduled for October 31, 2017 for additional due diligence.

On October 22, 2017, Peter Hoang and John Wilson, the CEO of Marker, discussed by phone the possibility of a merger of TapImmune and Marker. In June 2017, Marker had received the first tranche of $3.0 million of an up to $20 million investment from Battersea Biotech, LLC, or Battersea, a joint investment entity formed by three venture capital funds, including NEA, to develop alternative cell therapies and technologies for cancer immunotherapy. Subsequent to the investment, Marker and Battersea jointly determined that the two companies should unwind the investment. On November 2, 2017, Battersea and Marker entered into a Stock Purchase Agreement providing for Marker to repurchase all of the shares of Series A Preferred Stock that had been issued to Battersea in exchange for $2,625,000. Therefore, the call on October 22, 2017 between Mr. Hoang and Mr. Wilson was timely, since Marker would very shortly be able to pursue an alternative transaction.

On October 23, 2017, John Wilson discussed by phone with Ali Behbahani the possibility of a merger between Marker and TapImmune. Dr. Behbahani had been the NEA partner leading the investment by NEA in Battersea, and the related Battersea investment in Marker. Dr. Behbahani was also serving as a member of the Marker board of directors, and was aware that the investment of Battersea in Marker was in the process of being unwound.

On October 26, 2017, Peter Hoang, John Wilson and Ali Behbahani discussed by phone the potential benefits of a merger between Marker and TapImmune. Effective the same date, the board of directors of Marker, which included Dr. Behbahani, signed a unanimous written consent approving the repurchase by

52

Marker of the Series A Preferred Stock that had been purchased by Battersea in exchange for $2,625,000. Dr. Behbahani subsequently resigned from the board of Marker on November 2, 2017, in connection with the closing of the repurchase by Marker of the Series A Preferred Stock from Battersea.

On October 30, 2017, a meeting was held at BCM to provide the TapImmune executive management with detailed manufacturing and clinical data generated by Marker for the lymphoma, myeloma, and AML indications. The attendees at the meeting included Peter Hoang, two directors of TapImmune, Glynn Wilson and Mark Reddish, two other executives of TapImmune, an investment banker from Piper Jaffray (by telephone), and Ann Leen and Juan Vera of Marker. Ann Leen, Ph.D., is an Associate Professor at BCM and a co-principal investigator of the clinical trials of the technology being developed by Marker. Juan Vera, M.D., is an Associate Professor at the Center for Gene Therapy at BCM and an expert in manufacturing cell therapies.

On October 30, 2017, prior to the scheduled meeting with Company A on October 31, 2017, Company A requested a term sheet before progressing with additional due diligence. When the parties were unable to come to an agreement on next steps, the scheduled meeting with Company A on October 31, 2017 was cancelled.

On November 8, 2017, a meeting was held in Dallas, Texas to provide Ali Behbahani with background on TapImmune and its clinical programs, and to discuss the benefits of a possible merger between Marker and TapImmune. The attendees at the meeting included Peter Hoang, a director of TapImmune (Glynn Wilson), and four executives of TapImmune.

On November 10, 2017, Peter Hoang sent John Wilson an e-mail with a preliminary framework of terms for the proposed merger between the two companies, and which he was prepared to discuss with the TapImmune board of directors.

On November 14, 2017, the TapImmune board of directors held a regularly scheduled quarterly meeting in Jacksonville, FL. At the meeting, Peter Hoang discussed the Marker merger opportunity, as well as the opportunity for a transaction with Company A. After discussion among the board members, the board decided to continue discussions with Marker, but cease discussions with Company A. The board also established a Merger and Acquisition Committee, or M&A Committee, composed of three members, David Laskow-Pooley, Mark Reddish and Joshua Silverman. At the meeting, the board also authorized Mr. Hoang to engage an investment banking firm and to prepare a term sheet for the proposed merger with Marker in accordance with the preliminary framework of terms that Mr. Hoang had presented at the meeting.

Also on November 14, 2017, Peter Hoang had an initial call with Company B regarding a potential merger with Company B.

On December 4, 2017, a meeting was held in Houston TX at BCM to discuss (i) the TapImmune clinical program and recent developments, (ii) the Marker background and transaction objectives, (iii) an update on Marker’s clinical program, and (iv) the next steps for the merger, including setting up a data room, clinical development planning, and transaction documentation. The meeting participants included Peter Hoang, two directors of TapImmune, Glynn Wilson and Mark Reddish, four other executives of TapImmune, an investment banker from Piper Jaffray (by telephone), and John Wilson (by telephone), Ann Leen and Juan Vera of Marker.

On December 5 and 6, 2017, meetings were held in Houston between Peter Hoang, a TapImmune director (Glynn Wilson), and four executives of TapImmune, and representatives of Company B. The participants discussed their respective companies and whether a merger of the two companies would be mutually beneficial. The TapImmune executives subsequently determined that any discussion of a merger with Company B should be deferred, and that the potential merger with Marker should be the priority.

On December 8, 2017, the TapImmune board members met by telephone to hear presentations from four investment banking firms who were interested in acting as financial advisor to TapImmune in connection with the proposed transaction with Marker. After hearing presentations from the four firms, and asking questions regarding the capabilities of each firm, the TapImmune board selected Nomura to serve as TapImmune’s financial advisor in connection with the proposed transaction with Marker.

53

On December 9, 2017, Peter Hoang discussed by phone with John Wilson the next steps needed to advance the merger discussions.

On December 12, 2017, Dr. Richard Kenney, the Chief Medical Officer of TapImmune, met in Houston at BCM with Dr. Leen and Dr. Vera to review the clinical data from Marker’s clinical program.

On January 4, 2018, a due diligence call was held between two TapImmune executives, Dr. Kenney and Gerald Garrett, and Dr. Vera and a BCM clinician, to review Marker’s clinical data and investigational new drug (IND) submission approach.

On January 12, 2018, an organizational meeting of TapImmune executives, Nomura representatives and a partner of Seyfarth Shaw LLP, or Seyfarth Shaw, was held in Houston, Texas at the Seyfarth Shaw offices to discuss the background and reasons for the proposed merger with Marker, and plan the next steps. Seyfarth Shaw had been selected as TapImmune’s transaction counsel.

On January 30, 2018, a team of TapImmune executives met in Houston, Texas at BCM with Dr. Leen and Dr. Vera in the morning until mid-afternoon to review selected data from patient files, Gantt charts and the future clinical trials proposed by Marker. In mid-afternoon, Peter Hoang, Michael Loiacono and a group of Nomura representatives joined the meeting. The group also had dinner that night at a local Houston restaurant.

Also on January 30, Seyfarth Shaw sent an initial draft of the Merger Agreement between TapImmune and Marker to Winthrop & Weinstine, P.A., Marker’s counsel.

On January 31, 2018, a team of TapImmune executives and advisors (including representatives from Nomura, Seyfarth Shaw and Seed IP) continued the meeting in Houston, Texas at BCM with Marker representatives, including Dr. Leen and Dr. Vera, and John Wilson, who joined by phone for a portion of the meeting. The all-day meeting included (i) a discussion of the costs for Marker’s clinical trials, (ii) Marker’s intellectual property, (iii) a discussion with Nomura representatives of the strategic rationale for the merger, as well as the proposed process and timing for closing the merger, including a proposed PIPE financing, (iv) a presentation by John Wilson on Marker’s history and background, (v) an overview by Seyfarth Shaw of the terms of the draft Merger Agreement that had been distributed the prior day, with additional input from Marker’s counsel from Winthrop & Weinstine, P.A., and (vi) an overview by Dr. Leen of Marker’s clinical data.

On February 6, 2018, a conference call was held with the Audit Committee of the TapImmune board at which Peter Hoang and Michael Loiacono updated the members of the Audit Committee regarding the accounting treatment of the proposed transaction and the accounting rationale suggesting the merger should be treated as an asset acquisition rather than a business combination.

On February 7, 2018, Dr. Richard Kenney and Dr. Juan Vera had a call to discuss the manufacturing process for the T cells used in the treatment that had been developed by Marker. They decided that this was an involved discussion which needed to include a larger group of representatives from both companies, and a meeting was scheduled for February 12, 2018 in Houston.

Also on February 7, 2018, a conference call was held to update members of the M&A Committee of the board on the status of the proposed merger with Marker. The participants included Peter Hoang and other TapImmune executives who had been involved in the due diligence efforts, as well as representatives from Nomura and Seyfarth Shaw. During the call, the representatives from Nomura provided an overview of the marketing efforts for the PIPE financing, and a Seyfarth Shaw partner provided an overview of the terms of the Merger Agreement.

In the morning on February 9, 2018, a conference call of the TapImmune board of directors was held for the purpose of updating the full Board on the progress of the merger, including the upcoming meetings at BCM scheduled for that day. The call included representatives of Nomura and Seyfarth Shaw. During the call, Peter Hoang updated the board on recent actions to advance the proposed transaction. In addition, he discussed the possibility, which had been suggested by John Wilson, of TapImmune acquiring a similar technology being developed by ViraCyte, LLC, a related company to Marker which is owned by the same stockholder group as Marker and is being developed by the same research group at BCM, including Dr. Leen and Dr. Vera. ViraCyte is a clinical stage biopharmaceutical company developing cellular

54

immunotherapies for severe viral infections, and uses similar technology to Marker for use in infectious disease indications. Mr. Hoang stated that ViraCyte was a possible follow-on transaction after the merger with Marker transaction was closed, and discussed possible transaction structures for ViraCyte. Mr. Hoang also discussed with the board the potential timing for Marker negotiating and finalizing a License Agreement with BCM for the technology being developed by Dr. Leen and Dr. Vera and their research team.

Mid-day on February 9, 2018, Dr. Leen and Dr. Vera made a presentation on the ViraCyte technology to Peter Hoang and other TapImmune executives, a TapImmune board member, Mark Reddish (by phone), and representatives of Nomura, Seyfarth Shaw and Seed IP. The meeting was held in Houston Texas at BCM’s offices.

In mid-afternoon on February 9, 2018, a meeting was held at BCM’s offices with a representative of BCM’s Licensing Group, John Wilson and Peter Hoang to discuss the background of why the Battersea investment in Marker had been unwound in November 2017.

In late afternoon on February 9, 2018, a meeting was held at BCM’s offices with a representative of BCM’s Licensing Group. The meeting included a team of TapImmune executives and advisors, including representatives of Nomura, Seyfarth Shaw and Seed IP, and Marker representatives, John Wilson and Dr. Leen and Dr. Vera. At the meeting, the parties discussed (i) background information on TapImmune, (ii) the reasons for the proposed merger between Marker and TapImmune, (iii) TapImmune’s plans for developing the BCM/Marker technology, (iv) TapImmune’s plans to raise additional capital in a PIPE financing to be closed concurrently with the proposed merger, and (v) the proposed timing for the merger, and the need for Marker and BCM to negotiate and finalize a definitive License Agreement for the technology being developed by Dr. Leen and Dr. Vera, and the other members of the BCM research team.

At the conclusion of the meeting with the representative of the BCM Licensing Group on February 9, 2018, the rest of the group discussed (i) the terms to be proposed to BCM for a BCM license agreement, (ii) other agreements with BCM that would be needed, including a Sponsored Research Agreement and Manufacturing Agreement, (iii) the possibility for including an option for TapImmune to be able to purchase ViraCyte as part of the merger transaction, and (iv) the background of the prior Battersea Biotech investment in Marker and the subsequent repurchase of the investment.

On February 12, 2018, a meeting was held between a technical team of TapImmune executives and Dr. Vera at BCM’s offices in Houston Texas to discuss the post-closing transition of the clinical trials and T cell manufacturing from BCM’s facilities to a new facility to be opened in Houston by TapImmune. It is expected that this transition will take about a year after the closing to allow for TapImmune to locate and build out an appropriate facility to continue the research and development of the Marker technology.

On February 14, 2018, a conference call was held to discuss the current draft of the BCM license agreement, so that it could be sent to the BCM Licensing Group. The group on the call included John Wilson and Dr. Vera, and Marker’s counsel, Peter Hoang and other TapImmune executives, Seed IP representatives and a Seyfarth Shaw representative. The group had an extensive discussion to review the key provisions of the draft BCM license agreement and provided direction to Seed IP to prepare a revised draft of the BCM license agreement.

Also on February 14, 2018, Marker’s counsel sent a revised draft of the Merger Agreement to TapImmune’s counsel.

On February 15, 2018, Peter Hoang updated the M&A Committee of the TapImmune board on recent developments in the merger. The participants on the call included other TapImmune executives, and representatives from Nomura and Seyfarth Shaw. The Committee discussed the status of negotiations for the BCM license agreement, the revised draft of the Merger Agreement provided by Marker’s counsel, which had been received the night before, and Mr. Hoang’s discussion with John Wilson on the possibility of including ViraCyte in the current merger. Mr. Hoang and Mr. Wilson had concluded that including ViraCyte in the merger with Marker would unduly complicate the merger, and it would be better for TapImmune to determine the advisability of acquiring ViraCyte after the closing of the merger with Marker. The Committee also discussed the timing for Nomura to start making calls to market the PIPE financing to institutional investors.

55

During the period of February 15 – 20, 2018, Mr. Hoang and Mr. Wilson, as well as Marker’s licensing counsel, and Dr. Leen and Dr. Vera, held a number of conference calls to discuss the negotiations of the terms of the BCM license agreement with the BCM Licensing Group.

On February 21, 2018, a due diligence meeting was held in Houston at BCM’s offices with Ali Behbahani of NEA, and Dr. Leen and Dr. Vera, to discuss a potential investment by NEA in the PIPE financing. Attendees at the meeting included Mr. Hoang and other TapImmune executives and advisors, including representatives of Nomura and Seyfarth Shaw. Dr. Behbahani had previously met with Dr. Leen and Dr. Vera in 2017 in connection with NEA’s investment in Battersea Biotech. Dr. Leen and Dr. Vera, and other members of the BCM research team updated Dr. Behbahani on the clinical trial progress since their prior meetings and on the proposed plans for the combined company post-merger.

On February 21, 2018, Peter Hoang, Glynn Wilson, and Nomura representatives had a dinner meeting with representatives of Company B, which Company B had requested. At the dinner, Mr. Hoang explained that TapImmune was in advanced discussions with another party about a potential transaction and was not in a position to re-open discussions with Company B regarding a possible transaction.

On February 22, 2018, a group of TapImmune executives met with Dr. Leen and Dr. Vera, and other Marker representatives, at BCM’s offices in Houston to discuss the transition strategy post-merger for the IND submissions of BCM to the FDA covering the technology being licensed from BCM.

Also on February 22, 2018, a group of TapImmune executives and Marker representatives, including Dr. Leen, Dr. Vera and John Wilson, held a meeting at BCM’s offices in Houston with Christopher Marai, a Managing Director for Biotechnology Equity Research at Nomura. The purpose of the meeting was to educate Mr. Marai about the Marker technology and the clinical research program being conducted at BCM.

On February 23, 2018, Peter Hoang updated the M&A Committee of the TapImmune board on recent developments in the merger. The participants on the call included other TapImmune executives, and representatives from Nomura and Seyfarth Shaw. The Committee discussed the status of the negotiations for the License Agreement with BCM, the discussions with NEA regarding an investment in the PIPE financing, and the marketing efforts to other potential investors TapImmune was planning for Nomura to begin the following week.

In late afternoon on February 23, 2018, a series of meetings were held at BCM’s offices in Houston with representatives of the BCM Licensing Group Office and other BCM representatives, to discuss the terms of the License Agreement between BCM and Marker. The participants in the meeting included Peter Hoang, John Wilson and Marker’s licensing counsel.

On February 28, 2018, Peter Hoang updated the M&A Committee of the Board on recent developments in the merger. The participants on the call included other TapImmune executives, and representatives from Nomura and Seyfarth Shaw. The Committee discussed the status of the negotiations for the BCM license agreement and the marketing by Nomura of the PIPE financing.

On March 2, 2018, a conference call was held among TapImmune executives, Dr. Leen and Dr. Vera, Nomura representatives, and Paul Walker and Ali Behbahani of NEA, to allow Mr. Walker of NEA an opportunity to hear the Marker presentation in connection with NEA’s due diligence on Marker and the PIPE financing.

On March 8, 2018, a dinner meeting was held in New York with the members of the TapImmune Board and John Wilson and Juan Vera to provide an opportunity for the parties to meet each other.

On March 9, 2018, the TapImmune board of directors held its regularly scheduled meeting in New York. Participants in the meeting at various times included other TapImmune executives and advisors, including representatives of Nomura, Seyfarth Shaw, Seed IP and Shumaker. At the meeting, the Board participated in discussions regarding (i) an overview of Marker and the combined company, (ii) a review of the due diligence on Marker’s intellectual property and clinical data, (iii) a review by counsel of the terms of the Merger Agreement and ancillary documents, (iv) the negotiations for the BCM license agreement, and (v) an update on the marketing of the PIPE financing.

56

On March 9 and 10, 2018, members of the TapImmune board other than Mr. Hoang held informal meetings with John Wilson and Juan Vera to give those Board members an opportunity to ask questions about Marker and its clinical research program.

On March 16, 2018, the BCM license agreement between BCM and Marker was finalized.

In late February 2018, Nomura had started contacting potential investors for the PIPE financing and continued their marketing efforts through March 2018. TapImmune instructed Nomura to focus its marketing on venture capital funds and other similar institutional investors which had experience with making long-term investments in private early-stage biopharmaceutical companies such as Marker.

Throughout all of March 2018, Peter Hoang and other TapImmune executives made roadshow presentations under confidentiality agreements with prospective investors who had been contacted by Nomura, and responded to due diligence requests. During this time period, Mr. Hoang was in frequent contact with John Wilson on the status of the PIPE financing and the responses received from prospective investors. Mr. Hoang and other TapImmune executives were also in frequent contact with Dr. Leen and Dr. Vera for follow-up information needed to answer questions posted by prospective investors.

On March 22, 2018 a conference call was held as part of the due diligence conducted by NEA with respect to the PIPE financing. The participants included Peter Hoang and other TapImmune executives, Dr. Leen and Dr. Vera, Nomura representatives, and other senior representatives of NEA, including David Mott, Elliott Sigal and Ali Behbahani.

On March 23, 2018, Peter Hoang, Dr. Leen and Dr. Vera held a meeting with Ted Tenthoff, a Managing Director for Biotechnology Equity Research at Piper Jaffray at BCM’s offices in Houston. The purpose of the meeting was to educate Mr. Tenthoff about the Marker technology and the clinical research program being conducted at BCM.

On March 28, 2018, a conference call was held to update the TapImmune board on the status of the PIPE financing. Participants on the call included other TapImmune executives and representatives from Nomura. The Nomura representatives provided an update of their discussions with potential investors in the PIPE financing, and the TapImmune executives and Nomura representatives provided updates on certain due diligence questions posed by board members at the prior board meeting. The board also discussed the potential cash shortfall should there be a significant delay in closing the merger and the PIPE financing, and the potential need for TapImmune to obtain bridge financing prior to the closing of the merger.

On April 2, 2018, TapImmune and Marker executives made a presentation to the NEA investment committee in a meeting held in Washington D.C. The participants included Peter Hoang, Dr. Richard Kenney, Dr. Leen and Dr. Vera (by telephone), and Nomura representatives, in addition to the members of the NEA investment committee.

In April 2018, Peter Hoang and other TapImmune executives continued their roadshow presentations with prospective investors, and continued responding to due diligence requests regarding the Marker clinical trial results and plans for the combined company. During this period, Mr. Hoang and other TapImmune executives were in frequent contact with Dr. Leen and Dr. Vera for follow-up information needed to answer questions posted by prospective investors on the Marker clinical trial results. Mr. Hoang also was in frequent contact with John Wilson and the members of the TapImmune Board regarding the status of the PIPE financing.

On May 1, 2018, a conference call was held to update the TapImmune Board on the status of the PIPE financing. Participants on the call included other TapImmune executives and representatives from Nomura. Peter Hoang updated the board on the status of the PIPE financing, which was taking substantially more time than had originally been expected. Mr. Hoang discussed the possibility that the PIPE investor group would not be finalized by May 15, 2018, which was the filing date for the Form 10-Q of TapImmune for the first quarter of 2018. The board discussed the alternatives for TapImmune if the PIPE financing was not finalized by May 15, and the need for bridge or interim financing due to TapImmune’s current cash reserves only being sufficient to fund TapImmune’s operations until sometime in the third quarter. The board discussed the financing alternatives potentially available to TapImmune for the bridge financing. These

57

alternatives included potential venture debt financing options, a $1.0 million bridge financing offered by John Wilson, and incentivizing TapImmune’s institutional stockholders to exercise some of their warrants in exchange for a reduction of the warrant exercise price. Finally, the board discussed the advisability of signing and announcing the merger on May 15 if the PIPE financing had not been finalized by such date, and agreed to provide a closing condition to Marker for the merger related to a minimum level of PIPE financing concurrently. The TapImmune board felt it was advisable to have the bridge or interim financing lined up when the Form 10-Q was filed. The next board meeting was set for May 14 in New York to consider the approval of the Merger Agreement and any interim or bridge financing.

During the first two weeks of May 2018, TapImmune executives continued having discussions with prospective investors in the PIPE financing. They also commenced discussions under confidentiality agreements with potential funding sources of interim financing, including existing large institutional stockholders. The focus of these stockholder discussions was on issuing additional shares of TapImmune common stock in a private placement transaction and/or exercising warrants at a reduced exercise price. During this time period, Peter Hoang was in frequent contact with John Wilson and members of the TapImmune board.

On May 9, 2018, a conference call was held among Peter Hoang and Michael Loiacono, Nomura representatives and TapImmune counsel from Seyfarth Shaw to discuss the status of the PIPE financing, and the increasing likelihood that the PIPE financing would not be finalized by May 15. John Wilson subsequently joined the call. The parties on the call discussed the plan for TapImmune and Marker to sign the Merger Agreement without having the PIPE financing in place. Under this plan, TapImmune would be able to approach a much wider group of prospective investors, since the merger would be publicly announced. The parties discussed the need to offer an inducement to Marker to agree to sign and announce the Merger Agreement prior to the finalization of the PIPE financing. Among other things, the parties discussed providing Marker with an increase in the number of warrants to be issued to the Marker stockholders if the final terms of the PIPE financing imposed unanticipated dilution to the Marker stockholders. The revised structure would involve issuing additional warrants priced at $0.01 to make up any shortfall from a minimum value of  $30 million, which would be measured at the purchase price for the PIPE financing. Nomura and Seyfarth Shaw were instructed to work on the details for the increased contingent warrants and proposed revisions to the Merger Agreement.

On May 11, 2018, Seyfarth Shaw sent a proposal to John Wilson and Marker’s counsel to provide for the issuance of additional warrants with an exercise price of  $0.01 to make up for any shortfall in the value of the TapImmune shares being issued in the merger from a minimum value of  $30 million, with such value to be based on the purchase price for the TapImmune shares to be issued in the PIPE financing.

On May 12, 2018, Peter Hoang and other TapImmune executives, Nomura representatives and Seyfarth Shaw attorneys negotiated with John Wilson and Marker’s counsel the final terms of the contingent additional warrants with an exercise price of  $0.01 per share that would be issuable to the Marker stockholders if the value of the TapImmune shares being issued in the merger were less than $30 million, with such value to be based on the purchase price for the TapImmune shares to be issued in the PIPE financing. The parties also finalized the revised terms of the Merger Agreement.

On May 13, 2018, Peter Hoang notified the TapImmune board that the negotiations with Marker had been completed, and sent them copies of the revised Merger Agreement.

On May 14, 2018, the TapImmune board held a special meeting at the New York offices of Nomura, which included TapImmune executives, and representatives of Nomura, Seyfarth Shaw and Shumaker. Peter Hoang, Nomura and Seyfarth Shaw reviewed the progress of negotiations with Marker and advised the TapImmune board that all outstanding points had been resolved to the parties’ mutual satisfaction. Various TapImmune executives provided an overview of the Marker technology and clinical trial results, as well as the business plan for the combined company. A partner of Seyfarth Shaw reviewed the terms of the merger agreement, which had been previously provided to the TapImmune board. The Seyfarth partner also explained the terms of the contingent additional warrants with an exercise price of  $0.01 per share that would be issuable to the Marker stockholders if the value of the TapImmune shares being issued in the merger were less than $30 million, with such value to be based on the purchase price for the TapImmune shares to be issued in the PIPE financing.

58

Also at the May 14, 2018 board meeting, representatives of Nomura reviewed with the TapImmune board Nomura’s financial analysis performed in connection with the merger and rendered to the TapImmune board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 14, 2018, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Nomura in connection with its opinion, the combined consideration provided for in the merger was fair, from a financial point of view, to TapImmune. After discussion, TapImmune’s board adopted resolutions declaring that the merger agreement and the transactions contemplated thereby were advisable, fair and in the best interests of TapImmune and its stockholders, approved the merger agreement and the transactions contemplated thereby and authorized TapImmune to enter into the merger agreement with Marker. Finally, the TapImmune board discussed and approved interim financing with certain of its large institutional stockholders that would involve issuing additional shares of common stock in a private placement transaction to one stockholder and inducing other stockholders to exercise warrants at a reduced exercise price pursuant to warrant exercise agreements.

On May 15, 2018, TapImmune and Marker executed the merger agreement, and certain TapImmune and Marker stockholders entered into voting agreements with TapImmune and Marker.

On May 15, 2018, prior to market open, TapImmune and Marker issued a joint press release, and held a conference call for the investment community, announcing that the companies had entered into a definitive agreement under which Marker will merge with a subsidiary of TapImmune and TapImmune had obtained interim financing.

On May 18, 2018, TapImmune closed on the previously announced sale of 1,300,000 shares of TapImmune common stock for $2.40 per share with an existing stockholder in a private placement transaction, with aggregate gross proceeds of approximately $3.1 million. Also on May 18, 2018, TapImmune and certain existing institutional investors, who are holders of various warrants to purchase shares of TapImmune common stock, closed on the previously announced warrant exercises in which TapImmune agreed to reduce the exercise price for a portion of the investors’ previously purchased warrants to $2.50 per share, provided that the investors exercise such warrants for cash immediately, which they did, for 782,506 shares and aggregate proceeds of approximately $2.0 million. The investors in these transactions also signed Voting and Support Agreements agreeing to vote any shares of TapImmune common stock held by them in favor of the merger and related transactions.

On May 22, 2018, TapImmune engaged Piper Jaffray & Co. to be the sole lead placement agent for the PIPE financing, with Nomura to be the co-placement agent. With the merger now publicly announced, TapImmune requested that Piper Jaffray expand the group of prospective investors in the PIPE financing to include institutional funds and investors which primarily or exclusively invest in public companies.

From May 23, 2018 to June 7, 2018, Peter Hoang and other TapImmune executives worked with Piper Jaffray to make roadshow presentations with the expanded group of prospective investors, and responded to due diligence requests regarding the Marker clinical trial results and plans for the combined company. During this period, Mr. Hoang and other TapImmune executives were in frequent contact with Dr. Leen and Dr. Vera for follow-up information needed to answer questions posted by prospective investors on the Marker clinical trial results.

On the night of June 7, 2018, Piper Jaffray informed TapImmune that it was ready to price the PIPE financing to sell $70 million of TapImmune common stock at a purchase price of  $4.00 per share, which would include 75% warrant coverage with five-year warrants having an exercise price of  $5.00 per share.

Also on the night of June 7, 2018, the TapImmune board held a special meeting by conference call with TapImmune executives, and representatives of Piper Jaffray, Seyfarth Shaw and Shumaker. On the conference call, representatives of Piper Jaffray discussed the results of the PIPE financing efforts, and informed the board that it was ready to finalize the PIPE financing on the terms outlined above. After discussion, the TapImmune board unanimously approved the terms of the PIPE financing and the transactions contemplated thereby and authorized TapImmune to enter into the securities purchase agreements with each of the PIPE financing investors.

59

On June 8, 2018, TapImmune and each of the PIPE investors executed securities purchase agreements for the PIPE financing. On June 8, 2018, prior to market open, TapImmune issued a press release announcing the PIPE financing, which is referred to in this proxy statement as the private placement transaction.

Due to the increased dilution associated with the $70 million PIPE financing, which was substantially larger than originally anticipated, John Wilson requested that the TapImmune board consider potential means to offset the unanticipated dilution to the Marker stockholders, including the potential issuance of additional warrants. The TapImmune board communicated its willingness to consider reasonable approaches to accommodate the request from Marker. Between June 8, 2018 to June 12, 2018, Peter Hoang and John Wilson engaged in numerous discussions as to potential approaches to facilitate Marker’s objectives, as well as considerations associated with any adjustments to the existing agreements and merger structure. On June 12, 2018, John Wilson, after consulting with his advisors, informed Peter Hoang that Marker would proceed without any changes to the existing agreements or merger structure.

TapImmune’s Reasons for the Merger

TapImmune’s board considered the following factors in reaching its conclusion to approve the merger and to recommend that the TapImmune stockholders approve the issuance of shares of TapImmune common stock in the Merger and the private placement transaction, all of which TapImmune’s board viewed as supporting its decision to approve the merger with Marker:

•

TapImmune’s board believes, based in part on the judgment, advice and analysis of TapImmune’s senior management with respect to the potential strategic, financial and operational benefits of the merger (which judgment, advice and analysis was informed in part on the business, technical, financial, accounting and legal due diligence investigation performed with respect to Marker), that Marker’s proprietary MultiTAA T cell platform has a potentially compelling therapeutic product profile as compared to competitive cell therapy approaches, and has the potential to significantly disrupt the current offerings of gene-modified T cell therapies, including CAR-T and TCR approaches. TapImmune believes that Marker’s technology has the potential to lead to the development and commercialization of immunotherapies for the treatment of hematological malignancies and solid tumors.

​

•

TapImmune’s board also reviewed with its management and Marker’s research team the current plans of Marker for developing its MultiTAA T cell platform to confirm the likelihood that the combined company would possess sufficient financial resources to allow the management team to focus on the continued development and potential commercialization. TapImmune’s board also considered the possibility that the combined company would be able to take advantage of the potential benefits resulting from the combination of the TapImmune public company structure with the Marker business to raise additional funds in the future to continue developing Marker’s MultiTAA T cell platform.

​

•

TapImmune’s board concluded that the Merger would provide the existing TapImmune stockholders a significant opportunity to participate in the potential growth of the combined company following the Merger.

​

•

TapImmune’s board also considered that the combined company will be led by an experienced senior management team and a board of directors with representation from each of the current boards of directors of TapImmune and Marker.

​

•

TapImmune’s board considered the financial analyses of Nomura presented at the May 14, 2018 board meeting and the opinion of Nomura, dated May 14, 2018, to the board that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Nomura described in its opinion, the combined consideration provided for in the merger was fair, from a financial point of view, to TapImmune, as more fully described below in the section entitled “The Merger — Opinion of Nomura Securities International, Inc.” beginning on page 63.

​

60

•

TapImmune’s board considered the terms of the BCM license agreement between BCM and Marker.

​

•

TapImmune’s board also reviewed the recent financial condition, results of operations and financial condition of TapImmune, including:

​

•

the risks of continuing to operate TapImmune on a stand-alone basis and the belief that the combination of TapImmune’s and Marker’s businesses would create more value for TapImmune stockholders in the long-term than TapImmune could create as an independent, stand-alone company, given the anticipated costs, timing and risks associated with continuing the development of TapImmune products in development and/or in-licensing or acquiring additional technologies or product candidates; and

​

•

historical and current financial market conditions and stock prices and historical stock prices and trading volumes of TapImmune common stock.

​

TapImmune’s board also reviewed the terms of the Merger and associated transactions, including:

•

the exchange ratio in the merger which is intended to result in the TapImmune stockholders holding, on a fully-diluted basis (assuming the issuance of all outstanding warrants and options), and before considering the issuance of the common stock and warrants in the private placement transaction occurring concurrently with the merger, 50% of the outstanding shares of the combined company on a fully-diluted basis immediately following the effective time of the merger, before the impact of any adjustments for additional warrants potentially issuable to the Marker stockholders if the value of the TapImmune shares being issued in the merger were less than $30 million, with such value to be based on the purchase price for the TapImmune shares to be issued in the private placement transaction. Such adjustment mechanism, which was never given effect due to the stock purchase price subsequently agreed to in the private placement transaction announced on June 8, 2018, is described further in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 81 of this proxy statement;

​

•

the merger is intended to be treated as a reorganization for U.S. federal income tax purposes, and in the merger, neither the TapImmune stockholders nor Marker stockholders will generally recognize taxable gain or loss for U.S. federal income tax purposes;

​

•

Marker stockholders, with approximately 86% of the outstanding shares of Marker common stock, had agreed to approve the merger agreement within 24 hours after the signing of the merger agreement;

​

•

the limited number and nature of the conditions to Marker’s obligation to consummate the merger and the limited risk of non-satisfaction of such conditions;

​

•

that TapImmune has rights under the merger agreement to consider certain unsolicited acquisition proposals under certain circumstances should TapImmune receive a superior proposal;

​

•

the conclusion of the TapImmune board of directors that the potential termination fee of $1.5 million, which occurs upon termination of the merger agreement under certain specified circumstances, was reasonable;

​

•

the no-solicitation provisions governing the ability of Marker to engage in negotiations with, provide any confidential information or data to, and otherwise have discussions with, any person relating to an alternative acquisition proposal; and

​

•

the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, are reasonable under the circumstances.

​

61

In the course of its deliberations, the TapImmune board of directors also considered a variety of risks and other countervailing factors related to entering into the merger agreement and the proposed business combination with Marker, including:

•

the risk that TapImmune might be unable to successfully find investors to purchase at least $25 million of common stock in the private placement transaction that was a condition to closing under the merger agreement, or that the terms of such private placement transaction would be unfavorable to TapImmune;

​

•

the potential effect of the $1.5 million termination fee in deterring other potential acquirers from proposing an alternative transaction that may be more advantageous to TapImmune stockholders;

​

•

the possibility that the anticipated benefits of the merger may not be realized or that they may be lower than expected;

​

•

the substantial expenses to be incurred in connection with the merger, including transaction expenses that would be incurred whether or not the merger is completed;

​

•

the possible volatility and potential decline, at least in the short term, of the trading price of TapImmune common stock resulting from the merger announcement;

​

•

the risk that the merger might not be consummated in a timely manner or at all and the potential adverse effect of the public announcement of the merger or of a delay or failure to complete the merger with Marker on the reputation of TapImmune;

​

•

the risk to the business, operations and financial results of TapImmune in the event that the merger is not consummated;

​

•

the restrictions on the conduct of TapImmune’s business prior to completion of the merger, which require TapImmune to carry on its business in the ordinary course and consistent with past practice, subject to specific additional restrictions, which may delay or prevent TapImmune from pursuing business opportunities that otherwise would be in its best interests as an independent, stand-alone company;

​

•

the risks, challenges and costs associated with successfully integrating two companies;

​

•

the strategic direction of the combined board and the related ability of Marker stockholders and investors in the private placement transaction to significantly influence the combined company’s business following completion of the merger; and

​

•

various other risks associated with the combined company and the merger, including those described in the section entitled “Risk Factors” in this proxy statement.

​

The foregoing discussion of the factors considered by TapImmune’s board of directors is not intended to be exhaustive, but does set forth the principal factors considered by TapImmune’s board of directors. TapImmune’s board of directors unanimously approved the merger agreement after considering the various factors described above and other factors that each member of TapImmune’s board of directors deemed relevant. In view of the wide variety of factors considered by the members of TapImmune’s board of directors in connection with their evaluation of the merger agreement and the complexity of these matters, TapImmune’s board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. TapImmune’s board of directors made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

TAPIMMUNE’S BOARD OF DIRECTORS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE MERGER ARE ADVISABLE, FAIR AND IN THE BEST INTERESTS OF TAPIMMUNE STOCKHOLDERS AND UNANIMOUSLY APPROVED THE MERGER AGREEMENT. TAPIMMUNE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TAPIMMUNE STOCKHOLDERS APPROVE THE ISSUANCE OF TAPIMMUNE COMMON STOCK, WARRANTS TO PURCHASE TAPIMMUNE COMMON

62

STOCK, AND shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, PURSUANT TO THE MERGER AGREEMENT; THE ISSUANCE OF TAPIMMUNE COMMON STOCK AND WARRANTS TO PURCHASE TAPIMMUNE COMMON STOCK, AND shares of TapImmune common stock issuable upon exercise of warrants to purchase TapImmune common stock, IN THE PRIVATE PLACEMENT TRANSACTION; THE AMENDMENTS TO TAPIMMUNE’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF TAPIMMUNE COMMON STOCK FROM 41,666,667 TO 150,000,000, TO CHANGE TAPIMMUNE’S NAME TO “MARKER THERAPEUTICS, INC.”; AND THE REINCORPORATION FROM NEVADA TO DELAWARE.

Opinion of Nomura Securities International, Inc.

TapImmune engaged Nomura as its exclusive financial advisor in connection with the merger. As part of this engagement, Nomura delivered an opinion, dated May 14, 2018, to the TapImmune board to the effect that, as of that date and based on and subject to various assumptions, qualifications, matters considered and limitations described in the opinion, the combined consideration provided for in the merger was fair, from a financial point of view, to TapImmune. For purposes of Nomura’s analyses and opinion, the term “combined consideration” refers to the stock exchange ratio and the warrant exchange ratio, taken together, but excluding (i) any of the adjustments, limitations and procedures relating thereto set forth in the merger agreement and (ii) the additional merger warrants issuable to the Marker stockholders pursuant to the additional warrant ratio in connection with the merger, in each case, with respect to which Nomura expressed no opinion. The full text of Nomura’s written opinion, dated May 14, 2018, is attached as Annex C to this proxy statement and sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Nomura in connection with its opinion.

Nomura’s opinion was provided solely for the benefit of the TapImmune board (in its capacity as such) in connection with, and for the purposes of, its evaluation of the merger. Nomura’s opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the combined consideration (to the extent expressly specified in such opinion) and did not address any other aspect of the merger. Nomura’s opinion did not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to TapImmune or TapImmune’s underlying business decision to effect the merger. Nomura does not express any opinion and does not make any recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any proposal to be voted upon in connection with the merger or otherwise.

In arriving at its opinion, Nomura, among other things:

•

reviewed certain publicly available business and financial information relating to TapImmune and Marker;

​

•

reviewed certain internal financial information and other data relating to the businesses and financial prospects of TapImmune that were provided to Nomura by the management of TapImmune and not publicly available, including the financial projections;

​

•

reviewed certain internal financial information and other data relating to the businesses and financial prospects of Marker that were provided to Nomura by the management of TapImmune and not publicly available, including financial forecasts and estimates prepared by management of TapImmune after consultation with the management of Marker;

​

•

conducted discussions with members of the senior managements of TapImmune and Marker concerning the businesses and financial prospects of TapImmune and Marker;

​

•

performed a discounted cash flow analysis of each of TapImmune and Marker in which Nomura analyzed their respective future cash flows (taking into account certain adjustments and on an unadjusted basis) using financial forecasts and estimates prepared by the management of TapImmune;

​

63

•

reviewed publicly available financial and stock market data with respect to certain other companies that Nomura believed to be comparable to TapImmune or Marker;

​

•

compared the financial terms of the merger with the publicly available financial terms of certain other transactions that Nomura believed to be generally comparable to the merger;

​

•

reviewed current and historical market prices of TapImmune’s common stock;

​

•

considered certain pro forma effects of the merger on TapImmune’s financial statements;

​

•

reviewed a draft, dated as of May 12, 2018, of the merger agreement;

​

•

considered TapImmune’s historical capital raising efforts; and

​

•

conducted such other financial studies, analyses and investigations, and considered such other information, as Nomura deemed necessary or appropriate.

​

In connection with its review, with the consent of the TapImmune board, Nomura did not independently verify, nor did it assume any responsibility for independent verification of, any of the information provided to or reviewed by it for the purpose of its opinion and, with the consent of the board, Nomura relied on such information being complete and accurate in all material respects. In addition, with the consent of the Board, Nomura did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of TapImmune or Marker, nor was Nomura furnished with any such evaluation or appraisal. Nomura also did not evaluate, and did not express an opinion as to the impact of the merger on, the solvency, viability or fair value of TapImmune or Marker under any state or federal law relating to bankruptcy, insolvency or similar matters or the ability of TapImmune or Marker to pay its obligations when they become due. With respect to the financial forecasts, estimates and pro forma effects referred to above, Nomura assumed, at the direction of the board, that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of each of TapImmune and Marker as to the future financial performance of such company and such pro forma effects. In addition, Nomura assumed with the board’s approval that the financial forecasts and estimates referred to above will be achieved at the times and in the amounts projected and that each of TapImmune and Marker will raise additional capital during the periods covered by such forecasts and estimates. Nomura also assumed, with the board’s consent, that TapImmune’s ability to raise capital will be enhanced once the merger is consummated. Nomura has also assumed, with the board’s consent, that the merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Nomura expressed no opinion regarding the fairness of the amount or nature of the compensation to any of TapImmune’s officers, directors or employees, or class of such persons, relative to the compensation to the public stockholders of TapImmune, in connection with the merger. Nomura’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to Nomura as of, the date of its opinion. It should be understood that subsequent developments may affect Nomura’s opinion, and Nomura does not have any obligation to update, revise or reaffirm its opinion.

Although Nomura’s opinion was approved by its Fairness Opinion Committee, Nomura does not address the relative merits of the merger or any related transaction as compared to other business strategies or transactions that might be available to TapImmune or TapImmune’s underlying business decision to effect the merger or any related transaction. Nomura’s opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction. At the TapImmune board’s direction, Nomura has not been asked to, nor has Nomura, offered any opinion as to (i) the terms, other than the combined consideration to the extent expressly specified in its opinion, of the merger agreement or any related documents or the form of the merger or any related transaction, (ii) the private placement transaction in any respect, including the impact, terms and form of, and any documents relating to, the private placement transaction and the ability of the private placement transaction to be consummated. Nomura expressed no opinion as to what the value of the TapImmune common stock will be when issued pursuant to the merger or any related transaction or the price at which the TapImmune common stock will trade at any time. In addition, Nomura expressed no opinion as to any adjustment, or the effect of any adjustment, to the amount of the exercise price of any warrant or option issued by TapImmune. In rendering its opinion, Nomura assumed, with the consent of the board, that

64

(i) the final executed form of the merger agreement would not differ in any material respect from the draft that Nomura reviewed, (ii) TapImmune and Marker would comply with all material terms of the merger agreement, and (iii) the merger would be consummated in accordance with the terms of the merger agreement without any adverse waiver or amendment of any material term or condition thereof. Nomura also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on TapImmune, Marker or the expected benefits of the merger in any way meaningful to Nomura’s analysis. Nomura is not a legal, regulatory, tax or accounting expert and relied on the assessments made by TapImmune and its advisors with respect to such issues. Nomura was not authorized to solicit and did not solicit indications of interests in a business combination with TapImmune from any other party.

In connection with rendering its opinion to the TapImmune board, Nomura performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by Nomura in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected companies analysis and the selected transactions analysis summarized below, no company or transaction used as a comparison was identical to TapImmune or the merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

In arriving at its opinion, Nomura employed several analytical methodologies and no one method of analysis should be regarded as critical to the overall conclusion reached by Nomura. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusion reached by Nomura was based on all analyses and factors presented, taken as a whole, and also on application of Nomura’s experience and judgment. Such conclusion may have involved significant elements of subjective judgment and qualitative analysis and no opinion was given as to the value or merit standing alone of any one or more portions of such analyses or factors.

Nomura believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Nomura’ analyses and opinion. Nomura did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole.

In performing its analyses, Nomura considered industry factors (such as the probability of success of a drug), general business and economic conditions and other matters, many of which are beyond the control of TapImmune and Marker. The estimates of the future performance of TapImmune and Marker in or underlying Nomura’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Nomura’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company or business might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Nomura’s view of the actual value of TapImmune or Marker.

The combined consideration to be paid by TapImmune pursuant to the merger agreement was determined through negotiations between TapImmune and Marker and was approved by the TapImmune board. The decision to enter into the merger agreement and any related agreements was solely that of the board. Nomura’s opinion and analyses were only one of many factors considered by the board in its evaluation of the merger and should not be viewed as determinative of the views of the board, management or any other party with respect to the merger or related transactions or the consideration payable in the merger or related transactions.

65

Financial Analyses

The summary of the financial analyses described below under this heading “— Financial Analyses” is a summary of the material financial analyses provided by Nomura to the TapImmune board in connection with Nomura’s opinion, dated May 14, 2018. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Nomura, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Selecting portions of Nomura’s financial analyses or factors considered or focusing on the data set forth in the tables below without considering all analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Nomura’s financial analyses.

52 Week Share Price Performance of TapImmune

Nomura performed a valuation analysis of the equity value of TapImmune common stock (i) as of May 11, 2018 and (ii) based on the share price performance of the TapImmune common stock in the 52 weeks ended May 11, 2018, in each case in which Nomura reviewed certain financial and stock information of TapImmune. Nomura observed that the price of TapImmune common stock as of the close of market on May 11, 2018 was $2.88 per share and that the low and high prices of shares of TapImmune common stock for the 52 week period ended May 11, 2018 were $2.58 and $4.41 per share, respectively.

Nomura calculated the equity value of TapImmune by multiplying such per share prices by the total number of fully diluted shares of TapImmune common stock using the treasury method and based on TapImmune’s public filings as of May 11, 2018. This analysis yielded the following:

Recent Biotech IPOs

Nomura reviewed and compared Marker to biotechnology companies that were in the pre-clinical Phase II trial stage of drug development and underwent initial public offerings between January 2017 and May 11, 2018. Nomura used publicly available information and current and historical financial information for each such company in its analysis. The companies for this analysis were as follows:

​	• Evelo Biosciences, Inc. ​	​
​	• Aslan Pharmaceuticals Ltd ​	​
​	• Unit Biotechnology Inc. ​	​
​	• MorphoSys AG ​	​
​	• Surface Oncology Inc. ​	​
​	• Unum Therapeutics Inc. ​	​
​	• Homology Medicines Inc. ​	​
​	• Arcus Biosciences Inc. ​	​
​	• BioXcel Therapeutics Inc. ​	​
​	• Sol-Gel Technologies Ltd ​	​
​	• Solid Biosciences Inc. ​	​
​	• resTORbio Inc. ​	​
​	• Menlo Therapeutics Inc. ​	​
​	• Denali Therapeutics Inc. ​	​
​	• Arsanis Inc. ​	​
​	• Apellis Pharmaceuticals ​	​
​	• InflaRx NV ​	​
​	• Allena Pharmaceuticals Inc. ​	​

​	• Spero Therapeutics Inc. ​	​
​	• Deciphera Pharmaceuticals Inc. ​	​
​	• Nightstar Therapeutics Ltd ​	​
​	• Krystal Biotech Inc. ​	​
​	• Clementia Pharmaceuticals Inc. ​	​
​	• Sienna Pharmaceuticals Inc. ​	​
​	• Aileron Therapeutics Inc. ​	​
​	• Mersana Therapeutics Inc. ​	​
​	• Argenx NV ​	​
​	• G1 Therapeutics Inc. ​	​
​	• Ovid Therapeutics Inc. ​	​
​	• Biohaven Pharmaceutical ​	​
​	• Zymeworks Inc. ​	​
​	• Verona Pharma plc ​	​
​	• Tocagen Inc. ​	​
​	• Jounce Therapeutics Inc. ​	​
​	• ObsEva SA ​	​
​	• Anaptys Bio Inc. ​	​

66

In such analysis, Nomura reviewed, among other things, the pre-initial public offering equity value of each such company and derived an implied equity valuation range of Marker based on the mean and median pre-initial public offering equity values of such companies. This analysis indicated the following approximate implied equity value reference range for Marker:

Comparable Companies Analyses

TapImmune.   Nomura performed a comparable company analysis with respect to TapImmune. Nomura reviewed and compared TapImmune to certain publicly traded companies that, similar to TapImmune, are pre-clinical Phase III stage oncology firms focused on developing treatments for various forms of cancer. Nomura used publicly available information and current and historical financial information for each such comparable company in its analysis. The companies selected were as follows:

•

Aduro Biotech

​

•

NantKWest

​

•

Immune Design

​

•

Genocea

​

•

Advaxis

​

In each case, these companies were selected on the basis of their financial and operating metrics and characteristics, including products in pre-clinical and clinical trials, risk profile, size and type of operations. Nomura calculated the enterprise values of each comparable company as of the close of market on May 11, 2018 and derived an implied equity valuation of TapImmune based on the mean and median enterprise values of such companies, which valuation assumed that TapImmune had a cash balance of  $5.1 million based on TapImmune’s public filings as of May 11, 2018. This analysis indicated the following implied equity value reference range for TapImmune:

Marker.   Nomura performed a comparable company analysis with respect to Marker. Nomura reviewed and compared Marker to certain publicly traded companies that, similar to Marker, are Phase I to Phase II stage oncology firms focused on developing treatments for various forms of cancer. Nomura used publicly available information and current and historical financial information for each such comparable company in its analysis. The companies selected were as follows:

•

Atara Biotherapeutics

​

•

Iovance Biotherapeutics

​

•

Adaptimmune Therapeutics

​

•

Cellectis

​

•

Ziopharm Oncology

​

•

Bellicum Pharmaceuticals

​

•

Celyad

​

•

Unum Therapeutics

​

67

In each case, these companies were selected on the basis of their financial and operating metrics and characteristics, including products in clinical trials, risk profile, size and type of operations. Nomura calculated the enterprise values of each comparable company as of the close of market on May 11, 2018 and derived an implied equity valuation of Marker based on the mean and median enterprise values of such companies. This analysis indicated the following implied equity value reference range for Marker:

Discounted Cash Flow Analyses

TapImmune.   Nomura performed a discounted cash flow analysis of TapImmune by calculating the estimated present values of the unlevered free cash flows that TapImmune was forecasted to generate during the period from June 30, 2018 to December 31, 2033 based on the financial projections. Nomura then discounted the unlevered free cash flow to present value as of June 30, 2018 using a selected discount rate range of 14.0% to 16.0% based on Nomura’s estimation of TapImmune’s then current weighted average cost of capital. Nomura further adjusted the unlevered free cash flow by assuming that TapImmune had a 15.0% probability of success, or POS, which was provided by TapImmune management, of obtaining regulatory approval of a clinical trial of a Phase II asset and reducing the unlevered free cash flow by 85.0%. Nomura then calculated a terminal value for TapImmune by applying a range of perpetual growth rates of  -0.1% to 1.0% to the unlevered free cash flow of TapImmune for 2033 (as adjusted for the 15.0% POS). Nomura then calculated TapImmune’s implied equity valuation by adding the present value of the POS adjusted unlevered free cash flows, the terminal value and TapImmune’s cash balance of  $5.1 million (based on TapImmune’s public filings as of May 11, 2018). This analysis indicated the following approximate implied equity value reference range for TapImmune:

Marker.   Nomura performed a discounted cash flow analysis of Marker by calculating the estimated present values of the unlevered free cash flows that Marker was forecasted to generate during the period from June 30, 2018 to December 31, 2033 based on the financial projections. Nomura then discounted the unlevered free cash flow to present value as of June 30, 2018 using a selected discount rate range of 13.0% to 15.0% based on Nomura’s estimation of Marker’s then current weighted average cost of capital. Nomura further adjusted the unlevered free cash flow by assuming that Marker had a 15.0% POS of obtaining regulatory approval of a clinical trial of a Phase II asset and reducing the unlevered free cash flow by 85.0%. Nomura then calculated a terminal value for Marker by applying a range of perpetual growth rates of  -0.1% to 1.0% to the unlevered free cash flow of Marker for 2033 (as adjusted for the 15.0% POS). Nomura then calculated Marker’s implied equity valuation by adding the present value of the POS adjusted unlevered free cash flows and the terminal value. This analysis indicated the following approximate implied equity value reference range for Marker:

68

Comparable Transaction Analysis

Nomura analyzed certain publicly available information in the following transactions, which involved acquisitions of biotech or biotechnology firms with products in pre-clinical to Phase II stage of clinical trials announced since January 1, 2016:

Nomura reviewed the purchase price paid in each such transaction and derived an implied equity valuation of Marker based on the mean and median purchase price (other than any earnout or other deferred consideration) in each such transaction. This analysis indicated the following approximate implied equity value reference range for Marker:

Implied Equity Value Contribution Analysis

Nomura reviewed the implied equity value contribution of Marker to the combined company following the consummation of the merger based on the implied equity valuation reference ranges indicated in the financial analyses described above. This analysis indicated the following:

Nomura noted that, based on the terms of the merger agreement, the stockholders of Marker would own 50% of the issued and outstanding equity of the combined company immediately following the consummation of the merger, but without taking into account the closing of the private placement transaction occurring concurrently with the closing of the merger.

69

The lower end of each reference range was calculated by dividing (i) the lowest Marker implied equity value indicated in the applicable analysis by (ii) a number equal to (A) such lowest Marker implied equity value plus (B) the highest TapImmune implied equity value indicated in the applicable analysis.

The upper end of each reference range was calculated by dividing (i) the highest Marker implied equity value indicated in the applicable analysis by (ii) a number equal to (A) such highest Marker implied equity value plus (B) the lowest TapImmune implied equity value indicated in the applicable analysis.

Implied Combined Consideration Analysis

Nomura reviewed the combined consideration and the implied equity valuation reference ranges indicated in the Implied Equity Value Contribution analysis described above. Nomura then calculated the range of combined company shares that each stockholder of Marker would receive as the implied combined consideration per share of Marker common stock and, as part of such calculation, Nomura deducted the aggregate exercise price of then-outstanding TapImmune warrants, which was approximately $22 million, and the aggregate exercise price of the maximum number of warrants to be issued to the Marker stockholders in connection with the transaction, which was approximately $14 million.

This analysis indicated the following: