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
February 26, 2010 (February
22, 2010)
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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|
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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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|
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800
Bellevue Way NE, Suite 400
Bellevue, WA 98004
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425-462-2556
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V6N 3E6
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(Address
of principal executive offices)
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Registrant's
telephone number, including area code
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(Zip
Code)
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(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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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
February 22, 2010, we issued in exchange for services rendered and services to
be rendered options under our 2009 Stock Incentive Plan to five of our
employees, directors and service providers to purchase an aggregate of 3,326,000
shares of our common stock at $0.97 per share. 1,913,000 of such
options vested on February 22, 2010, and 1,413,000 of such options are scheduled
to vest on February 22, 2011. All of such options are exercisable
until February 21, 2020. We issued these options in transactions relying on the
registration exemption provided by Regulation S and/or or Section 4(2) of the
Securities Act of 1933.
Item
5.03 Amendments
to Articles of Incorporation; Change in Fiscal Year.
On
February 22, 2010, we filed with the Secretary of State of Nevada the Amendment
to our Articles of Incorporation mentioned in our Information Statement on
Schedule 14C filed with the U.S. Securities and Exchange Commission on January
29, 2010 and mailed to our shareholders. The Amendment to our
Articles of Incorporation increased our authorized share capital from 55 million
authorized shares, consisting of 50 million shares of common stock and 5 million
shares of preferred stock, to 155,000,000 million authorized shares, consisting
of 150,000,000 million shares of common stock and 5 million shares of preferred
stock.
Item 9.01 Financial
Statements and Exhibits
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Exhibit Number
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Description
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3.1
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Certificate
of Amendment to Articles of Incorporation filed on February 22,
2010
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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
February
24, 2010
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR
NEVADA PROFIT CORPORATIONS
(PURSUANT
TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name
of corporation: TapImmune Inc.
2. The
articles have been amended as follows (provide article numbers, if
available):
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3: The
number of authorized shares with a par value of $0.001 per share is
150,000,000 common shares and 5,000,000 preferred
shares.
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3. The
vote by which the shareholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the articles of incorporation
have voted in favor of the amendment is: 55.6%
4.
Effective date of filing (optional): 2/22/10
5.
Officer Signature (required): /s/ Denis Corin