UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
December
5, 2007
Date
of
Report (Date of earliest event reported)
TAPIMMUNE
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-27239
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88-0277072
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Unit
2 - 3590 West 41st
Avenue,
Vancouver,
British Columbia, Canada
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V6N
3E6
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|
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(Address
of principal executive offices)
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(Zip
Code)
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(604)
264-8274
Registrant’s
telephone number, including area code
TapImmune
Inc.
202-3590
West 41st
Ave, Vancouver, British Columbia, Canada, V6N 3E6
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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__________
SECTION
8 - OTHER EVENTS
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Item
8.01
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Other
Events
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In
further reference to the Company’s previous Form 8-K dated October 25, 2007, the
Company received notice on November 28, 2007, from the U.S. Patent and Trademark
Office that its petition to revive U.S. Patent Appln. No. 10/046,542 has been
granted. U.S. Patent Appln No. 10/046,542 is considered a key patent application
for the Company, as it describes a preferable delivery method for the TAP gene
sequences and serves as the basis for further expansion of the Company’s
technology. The Company has engaged substitute United States patent counsel,
the
firm Rissman, Hendricks, Jobse & Oliverio, of Boston, Massachusetts, which
has obtained this revival, and which will now proceed to prepare and submit
additional claims with respect to U.S. Patent Appln. No. 10/046,542, including
filing further continuations thereto. The Company is effecting a full transfer
of its files and pending matters at the U.S. Patent and Trademark Office from
its former counsel to replacement counsel.
SECTION
2 - FINANCIAL INFORMATION
Item
2.01 Creation
of a Direct Financial Obligation
On
December 3, 2007, the Company entered into a Loan and Security Agreement and
related transaction documents, including Promissory Notes, a Subsidiary
Guarantee, Common Stock Purchase Warrants, with certain secured parties, by
which the secured parties shall advance a loan in aggregate of up to $445,000
in
principal amount of secured promissory notes due on May 31, 2008, with a
principal amount equal to 113.6% of each secured party’s subscription amount.
The Company shall also deliver a warrant to each secured party to purchase
up to
a number of shares of Common Stock equal to such secured party’s principal
amount of notes purchased thereunder divided by $0.25. The notes shall be
prepaid if the Company receives funds from a sale or series of sales of any
debt
or Common Stock or Common Stock Equivalents in the aggregate of $2,000,000
or
more. Under the terms of the Loan and Security Agreement, the Company granted
a
first priority security interest in Company collateral, including, but not
limited to: (i) all goods, including machinery and inventory; (ii) all contract
rights and other general intangibles; (iii) all accounts, together with all
instruments, etc., (iv) all documents, letter of credit rights, instruments
and
chattel paper; (v) all commercial tort claims; (vi) all deposit accounts and
all
cash; (vii) all investment property; (viii) all supporting obligations; (ix)
all
files, records, books of account, business papers, and computer programs; and
(x) the products and proceeds of all of the foregoing.
Carter
Securities, LLC, a FINRA member firm acted as placement agent for the
transaction.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
statements of business acquired.
Not
applicable.
(b) Pro
forma
financial information.
Not
applicable.
(c) Shell
company transactions.
Not
applicable.
(d) Exhibits.
Not
applicable.
Investors
are cautioned that trading in the securities of the Company should be considered
highly speculative. No exchange, over-the-counter market or regulatory authority
has in any way either approved or disapproved of the contents of this Current
Report.
__________
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TAPIMMUNE
INC.
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DATE:
December 5, 2007.
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By:
/s/
Denis Corin
______________________________________ Denis
Corin
President,
Chief Executive Officer and Principal Executive
Officer
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__________