As filed with the Securities and Exchange Commission on December 28, 2017
Registration No. 333-220538
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective Amendment No. 2
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TAPIMMUNE INC. | ||
(Name of Issuer as Specified in Its Charter) | ||
Nevada | ||
(State or other jurisdiction of incorporation) |
2834 | 45-4497941 | |
(Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
5 West Forsyth Street, Suite 200 Jacksonville, FL 32202 | ||
904-516-5436 | ||
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||
Sierra Corporate Services | ||
100 West Liberty Street, 10th Floor | ||
Reno, Nevada 89501 | ||
(775) 788-2000 |
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark A. Catchur
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, FL 33602
Telephone: 813-229-7600
Fax: 813-229-1660
Approximate date of commencement of proposed sale to the public: from time to time after this registration statement becomes effective as the selling shareholders shall determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Large accelerated filer ¨ | Accelerated filer¨ | |
Non-accelerated filer ¨ | Smaller reporting companyx | |
(Do not check if a smaller reporting company) | Emerging growth company¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
TapImmune Inc. is hereby filing this Pre-Effective Amendment No. 2 to Registration Statement on Form S-3 (Registration No. 333-220538), originally filed on September 20, 2017 (the “Registration Statement”) solely to provide an updated auditor’s consent as Exhibit 23.3 and to amend Item 16(a) of the Registration Statement reflecting such additional exhibit. Accordingly, this Pre-Effective Amendment No. 2 consists only of the facing page, this explanatory note, the Item 16 Exhibits list, and the signature page of the Registration Statement. The Prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
ITEM 16. | EXHIBITS. |
The following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.
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10.24 | Amendment to 2014 Omnibus Stock Ownership Plan (August 29, 2017) * | 8-K | 001-37939 | 10.1 | 9/5/17 |
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*Executive management contract or compensatory plan or arrangement.
** Confidential treatment has been granted as to certain portions of this exhibit pursuant to Rule 406 of the Securities Act of 1933, as amended, or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on December 28, 2017.
TapImmune Inc. | ||
By: | /s/ Peter Hoang | |
Peter Hoang | ||
Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ Michael J. Loiacono | |
Michael J. Loiacono | ||
Chief Financial Officer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.
Signature | Title | Date | ||
/s/Peter Hoang | Chief Executive Officer and Director | December 28, 2017 | ||
Peter Hoang | ||||
* | Director | December 28, 2017 | ||
Sherry Grisewood | ||||
/* | Director | December 28, 2017 | ||
Dr. Glynn Wilson | ||||
* | Director | December 28, 2017 | ||
David Laskow-Pooley | ||||
* | Director | December 28, 2017 | ||
Mark Reddish | ||||
* | Director | December 28,2017 | ||
Frederick Wasserman | ||||
* | Director | December 28, 2017 | ||
Joshua Silverman | ||||
/s/ Michael J. Loiacono | Chief Financial Officer | December 28, 2017 | ||
Michael J. Loiacono |
*By: | /s/ Michael J. Loiacono |
Attorney-in-fact pursuant to power of attorney previously filed with the Registration Statement on Form S-3 (333-220538), originally filed on September 20, 2017.
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