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
June 28, 2007
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
Nevada |
000-27239 |
88-0277072 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Unit 2 - 3590 West 41st Avenue, |
|
|
(Address of principal executive offices) |
(Zip Code) |
(604) 264-8274
GeneMax Corp.
Suite 400, 1681 Chestnut Street, Vancouver, British Columbia, Canada, V6J 4M6
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 28, 2007, the Company (as GeneMax Corp.), merged with its wholly-owned subsidiary, TapImmune Inc., pursuant to Articles of Merger that the Company filed with the Nevada Secretary of State on June 21, 2007. The merger was in the form of a parent/subsidiary merger, with the Company as the surviving corporation. In accordance with Section 92A.180 of the Nevada Revised Statutes, shareholder approval of the merger was not required. Upon completion of the merger, the Company's name has been changed to "TapImmune Inc." and the Company's Articles of Incorporation have been amended to reflect this name change.
In connection with this name change to TapImmune Inc., as of the open of business on June 28, 2007, the Company has the following new CUSIP number and trading symbol:
New CUSIP Number: 876033 101
New Trading Symbol: TPIM
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
On June 28, 2007, the Company issued or will issue a press release announcing its name change to TapImmune Inc. as well as the Company's fulfillment of its financial obligation to the University of British Columbia for the acquisition of the Transporter Associated with Antigen (TAP ) technology platform and patents. A copy of this press release is included as an exhibit to this Current Report.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
With an effective date of June 28, 2007 (the "Effective Date") and a distribution date of June 29, 2007, the Board of Directors (the "Board") of the Company unanimously resolved, in accordance with Section 78.207 of the Nevada Revised Statutes: Chapter 78, as amended, to decrease the number of shares of the Company's authorized share capital and correspondingly decrease the number of issued and outstanding common shares, in each case on a one (1) new share for 2.5 old shares basis (the "Decrease in Authorized Share Capital/Reverse Stock Split").
The Decrease in Authorized Share Capital/Reverse Stock Split was implemented taking into account the Company's authorized share capital and number of issued and outstanding shares of common stock as of the Effective Date. As such, the Company's authorized share capital was decreased from 200,000,000 common shares to 80,000,000 common shares and the Company's issued and outstanding common stock was decreased from 57,353,126 common shares to 22,941,250 common shares. The par value of the Company's common shares, which is $0.001 per common share, has not changed.
Shareholders should retain their existing share certificates and not return their share certificates to the Company's transfer agent. Share certificates representing the Reverse Stock Split will be mailed out to registered shareholders as of the Effective Date.
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The Company is ascribing no monetary value to Decrease in Authorized Share Capital/Reverse Stock Split. Accordingly, there should be no tax payable by Canadian or U.S. shareholders as a result of the Decrease in Authorized Share Capital/Reverse Stock Split. Shareholders are advised to contact their own tax advisors for further information.
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 passed upon the merits of the Decrease in Authorized Share Capital/Reverse Stock Split or has either approved or disapproved the contents of this Current Report.
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.
99.1 News Release of the Company dated June 28, 2007.
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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.
TAPIMMUNE INC. |
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DATE: June 28, 2007. |
By: /s/ Denis Corin Principal Executive Officer |
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TapImmune Inc. Announces Acquisition of Core TAP Technologies and Intellectual Property from The University of British Columbia
New Name to Reflect a New Direction and Independent Operation
VANCOUVER, BC, June 28, 2007 - TapImmune Inc., a biotechnology company specializing in the development of immunotherapeutics for cancer and vaccines for infectious diseases, announced today that it has fulfilled its financial obligation to The University of British Columbia for the proposed acquisition of its key Transporter Associated with Antigen Processing (TAP) technology platform and patents. All financial terms with The University of British Columbia have been met. Technology assignment and transfer is expected to be completed in the next week.
The Company (previously GeneMax Corp) had been operating under an exclusive world-wide license from The University of British Columbia (UBC) for the use of TAP as an immunotherapy in the treatment of a broad spectrum of metastatic cancers deficient in this molecule. Initial animal studies have shown that restoring TAP can significantly improve outcomes and survival by up to 70%. This technology was discovered by Dr. Wilf Jefferies, a world expert in and professor of Immunology and Microbiology at the Michael Smith Laboratories at The UBC.
In addition, the use of TAP as a molecular adjuvant for reviving and optimizing vaccines against infectious disease was also discovered. This exciting discovery has far reaching potential applications in fighting and eradicating viral diseases in humans and many additional veterinary applications. The initial proof of concept studies showed a 100 to 1000 fold increase in the potency of a targeted vaccine.
"This acquisition is a milestone achievement for the company and essentially results in the birth of a new independent entity. I believe it will give our shareholders significant value going forward and firmly places our destiny in our own hands," said Denis Corin, recently appointed President and CEO. "This past year has been strategically important for the company. We have had to do some restructuring and have refocused our development programs to move our technology from the lab to the clinic and have positioned us very well to enter the $13 billion world wide vaccine market."
The company
's technologies have been featured on ABC News BusinessNow, B-TV, in BusinessWeek, Popular Mechanics and local news papers as well as many respected medical journals including the Journal of Immunology, Nature (Biotechnology), International Journal of Cancer, Cancer Research and PLoS Pathogens among others.The Company is preparing to move its technology to its own facilities and to advance the pre-clinical programs of its core TAP technologies into GLP clinical programs.
In conjunction with the new name, the company has restructured the capital of the company in a 1 for 2.5 consolidation.
About TAP
Transporters Associated with Antigen Processing (TAP) are transporters responsible for supplying tumor-associated antigens and viral antigens used in the assembly of MHC class I surface molecules. MHC class I molecules are required for the recognition and destruction of tumor cells and virus infected cells by the cellular arm of the immune system. A wide variety of metastatic cancers evade destruction by the immune system due to absent or insufficient amounts of TAP, making the tumors unrecognizable by the immune system. The TAP molecule also works as an adjuvant to enhance vaccines against infectious diseases.
About TapImmune Inc.
TapImmune Inc. is a biotechnology company specializing in the development of innovative therapeutics and vaccines in the areas of oncology and infectious disease. The companies
' lead product, the TAP vaccine performs a key step in moving characteristic markers called antigens to the surfaces of cells. Without TAP, there are no cancer markers, so the immune system fails to spot the rogue cells and the cancerous cells can grow undetected. The effective restoration of TAP restores and augments antigen presentation and subsequent recognition and killing of cancer cells by the immune system. The TAP molecule also works as an adjuvant or 'accelerant' to enhance vaccines against infectious diseases. The company is currently developing AdhTAP for the commencement of toxicology studies leading to the initiation of Phase I clinical trials. The global Vaccine market is expected to grow from $13B in 2007 to $21B in 2010.Forward-Looking Statement Disclaimer
This release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company's expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements". Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stored in such statements. Such risks, uncertainties and factors include, but are not limited to the risks set forth in the Company's most recent Form 10-KSB and other SEC filings which are available through EDGAR at www.sec.gov. These are among the primary risks we foresee at the present time. The Company assumes no obligation to update the forward-looking statements.