JACKSONVILLE, Fla.,
June 8, 2018 /PRNewswire/
-- TapImmune Inc. (NASDAQ: TPIV), a clinical-stage
immuno-oncology company, today announced that it has entered into
security purchase agreements with certain institutional and
accredited investors in connection with a private placement of its
equity securities. The private placement will be led by New
Enterprise Associates (NEA) with participation from Aisling Capital
and Perceptive Advisors, among other new and existing
investors. The private placement is expected to be completed
concurrently with the closing of the proposed merger between
TapImmune Inc. and Marker Therapeutics, Inc., which was previously
announced on May 15, 2018.
Upon closing the private placement, TapImmune will issue
17,500,000 shares of its common stock at a price of $4.00 per share. The aggregate offering size,
before deducting the placement agent fees and other offering
expenses, is expected to be $70
million. Additionally, TapImmune will issue warrants to
purchase 13,125,000 shares of TapImmune common stock at an exercise
price of $5.00 per share that will be
exercisable for a period of five years from the date of issuance.
The closing of the transaction, which is subject to the closing of
the merger with Marker, the approval by TapImmune's stockholders as
required by NASDAQ Stock Market Rules, and other customary closing
conditions, is anticipated to occur by the end of the third quarter
of 2018.
The financing proceeds will be used to advance the combined
company's novel T cell therapy into multiple Phase 2 clinical
studies, build-out the combined company's operational and
clinical facilities, and continue all ongoing and planned clinical
studies for its novel T cell vaccine candidates. The financing
is expected to fund the combined company into the second half of
2021.
Piper Jaffray & Co. served as
sole lead placement agent for the private placement and Nomura
Securities International, Inc. served as co-placement agent.
This press release is issued pursuant to Rule 135(c) under the
Securities Act of 1933, as amended, and does not constitute an
offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from
such registration requirements. TapImmune has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the shares of common stock, including the
shares of common stock issuable upon exercise of the warrants, sold
in the private placement. TapImmune has agreed to file the
registration statement within 15 days of the closing of the
transaction. If any shares are unable to be included on the initial
registration statement, TapImmune has agreed to file subsequent
registration statements until all the shares have been registered,
and the securities purchase agreement imposes certain customary
cash penalties on TapImmune for its failure to satisfy specified
filing and effectiveness time periods.
About TapImmune Inc.
TapImmune Inc. is a leader in the
development of novel immunotherapies for cancer, with multiple
Phase 2 and Phase 1b/2 clinical
studies currently ongoing for the treatment of ovarian and breast
cancer. The Company's peptide or nucleic acid-based
immunotherapeutic products comprise multiple naturally processed
epitopes (NPEs) that are designed to comprehensively stimulate a
patient's killer T cells and helper T cells, and to restore or
further augment antigen presentation using proprietary nucleic
acid-based expression systems. This unique approach can produce
off-the-shelf T cell vaccine candidates that elicit a broad-based T
cell response and can be used without respect to HLA type. The
Company's technologies may be used as stand-alone medications or in
combination with other treatment modalities. TapImmune has
announced a proposed merger with Marker Therapeutics, Inc., a
privately-held clinical-stage developer of a transformative,
non-genetically engineered, multi-antigen T cell therapy platform,
which will add a significant portfolio of clinical-stage cell
therapies to create a leading immuno-oncology pipeline.
For additional information, please visit:
https://tapimmune.com/
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https://tapimmune.com/investors/email-alerts/
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Facebook.
For answers to frequently asked questions, please visit our FAQs
page:
https://tapimmune.com/investors/frequently-asked-questions/
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 proposed merger and 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. Factors that could cause such
differences include, but are not limited to, (i) the risk that
the proposed merger and subsequent financing may not be completed
which may adversely affect the Company's business and the price of
its common stock, (ii) the failure to satisfy all of the
closing conditions of the proposed merger and subsequent financing,
including the adoption of the merger agreement by the Company's
stockholders, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the effect of the announcement or
pendency of the proposed merger and subsequent financing on the
Company's business and the price of its common stock,
(iv) risks related to the diverting of management's attention
from the Company's ongoing business operations, and (v) the
outcome of any legal proceedings that may be instituted against the
Company related to the merger agreement or the proposed
merger. Such risks, uncertainties and factors include, but
are not limited to the risks set forth in the Company's most recent
Form 10-K, 10-Q and other SEC filings which are available through
EDGAR at www.sec.gov. The Company assumes no
obligation to update the forward-looking
statements.
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SOURCE TapImmune Inc.
