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
April 1, 2009 (February 4,
2009)
Date of
Report (Date of earliest event reported)
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 4th Avenue
Vancouver, British Columbia,
Canada
|
V6N 3E6
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(604)
264-8274
Registrant's
telephone number, including area code
Not
applicable
(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:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ ]
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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))
|
__________
Item
1.01 Entry into a Material Definitive Agreement
On and
around February 4, 2009, we entered into a series of secured loan agreements
pursuant to which we issued secured convertible debentures (the “Debentures”)
with a term of 180 days. The Debentures total a principal amount of
$120,000 and carries a per annum interest rate of 30%. In connection
with the issuance of the Debenture, we entered into a Security Agreement with
the Debenture holder that secured our assets until there has been full
compliance with the terms of the Debenture.
In
connection with the Debentures, we issued warrants to purchase 20,000 shares of
our common stock for every $1,000 in face amount of the Debentures for a total
of 2,400,000 warrants. The Warrants have a term of two years from the date of
issuance. A holder of the Warrants may exercise those Warrants at
$0.02 subject to adjustments upon the occurrence of certain events like stock
splits. We have agreed that any shares into which the Debenture can
be converted or into which the Warrants may be exercised shall be included in
any registration statement that we may elect to file for the registration of our
common stock.
The
Secured Loan Agreements and the Security Agreement authorize us to issue up to
another $55,000 of Debentures and 1,100,000 Warrants to additional
investors.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information provided in Item 1.01 of this Form 8-K is incorporated by
reference in this Item 2.03.
Item
3.02 Unregistered Sale of Equity Securities
On and
around February 4, 2009, we issued warrants which are exercisable into 2,400,000
shares of our common stock at $0.02 per share. The warrants were
issued pursuant to the exemption from the registration requirements of the
Securities Act of 1933 provided by Regulation D and/or Section 4(2) of the
Securities Act.
Item
9.01 Financial Statements and Exhibits
Exhibit
10.1 Form
of Debenture
Exhibit
10.2 Form
of Warrants
Exhibit
10.3 Security
Agreement, dated February 4, 2009
SIGNATURE
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 duly
authorized.
TAPIMMUNE
INC.
By: /s/ Denis
Corin
Denis
Corin
President
& Chief Executive Officer
March 31,
2009