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
July 6, 2009 (June 26,
2009)
Date of
Report (Date of earliest event reported)
TAPIMMUNE,
INC.
(Exact
name of registrant as specified in its charter)
|
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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800
Bellevue Way NE, Suite 400
Bellevue, WA
98004
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V6N
3E6
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(Address
of principal executive offices)
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(Zip Code) | ||||
425-462-5638
Registrant's
telephone number, including area code
Unit 2-3590 West
4th Avenue
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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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Item
3.02 Unregistered Sale of Equity Securities
On June
26, 2009, noteholders converted approximately $3,137,000 worth of our debt into
approximately 333,800,000 shares of our common stock. We are in the
processing of enacting a ten-to-one reverse stock split, and if successful,
these shares will represent approximately 33,380,000 shares on a post-split
basis. The notes that were converted represented approximately 95% of our
outstanding debt at the time of the conversion. The shares 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.
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
July 6,
2009