TapImmune Inc. Announces $1,464,000 Million Registered Direct Offering

SEATTLE, Jan. 12, 2015 /PRNewswire/ -- TapImmune, Inc. (the "Company"), (otcqb:TPIV), today announced that it has entered into a definitive agreement with institutional investors for a registered direct placement of 7,320,000 units at $0.20 per unit, with each "unit" consisting of one share of common stock and one of each of the following warrants:

  • Series A warrants to purchase up to an aggregate of 7,320,000 shares of common stock with an exercise price of $1.50 per share (such exercise price subject to full price protection for dilutive issuances) and a term of five years;
  • Series B warrants to purchase up to an aggregate of 7,320,000 shares of common stock with an exercise price of $0.40 per share and a term of six months, and are callable by the Company if the Company's common stock trades at or above $0.70 for 20 consecutive days (subject to certain conditions including a $75,000 minimum daily dollar trading volume requirement);
  • Series C warrants to purchase up to an aggregate of 7,320,000 shares of common stock with an exercise price of $1.00 per share and a term of five years, and are callable by the Company if the Company's common stock trades at or above $1.25 for 20 consecutive days (subject to certain conditions including a $75,000 minimum daily dollar trading volume requirement);
  • Series D warrants to purchase up to an aggregate of 7,320,000 shares of common stock with an exercise price of $0.75 per share and a term of five years from the date the Series B Warrants are initially exercised, but which can only be exercised if and to the extent the Series B warrants are exercised; and
  • Series E warrants to purchase up to an aggregate of 7,320,000 shares of common stock with an exercise price of $1.25 per share and  a term of five years from the date the Series C Warrants are initially exercised, but which can only be exercised if and to the extent the Series C warrants are exercised.

In connection with the placement, the Company granted to the investors a right to participate in up to 50% of future equity or equity-linked financings of the Company occurring in the next years.

The initial proceeds of the placement provide immediate, short term and long term access to the capital required to exercise our exclusive option to license the Folate Receptor Alpha technology from Ayer Special Situations Fund I, L.P. and to progress ongoing clinical programs into Phase II trials.

If all of the above warrants are exercised in full for cash, the Company would raise additional gross proceeds of $34,404,000, which would allow the Company to fund its phase II clinical programs.

The offering is expected to close on or about January 12 2015, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co., LLC, and Olympus Securities LLC acted as co-placement placement agents in connection with this offering.

The securities described above are being offered pursuant to a shelf registration statement (File No. 333-196115), which was declared effective by the United States Securities and Exchange Commission ("SEC") on July 23, 2014. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or by request from H.C. Wainwright & Co., LLC by emailing placements@hcwco.com

About TapImmune Inc.

TapImmune Inc. is an immunotherapy company specializing in the development of innovative vaccine technologies for the treatment of cancer and infectious disease. The Company's vaccine compositions, peptide or nucleic acid-based, comprise one or multiple naturally processed epitopes (NPEs) designed to comprehensively stimulate a patient's killer T-cells and helper T-cells and to restore or further augment antigen presentation by the modulation of TAP (Transporter associated with Antigen Processing). The Company believes that its vaccine compositions may be used as stand-alone medications or in combination with current treatment modalities. Please visit the Company's website at www.tapimmune.com for details.

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-K and other SEC filings which are available through EDGAR at www.sec.gov. The Company assumes no obligation to update the forward-looking statements

Investor Relations

J.Streicher Capital, LLC.
Robert Giordano
Tel: +1-212-257-5495
Cell: +1-917-327-3938
Email: rgiordano@jstreichercapital.com

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SOURCE TapImmune Inc.

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