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
May 29, 2012
Date of Report (Date of earliest event reported)
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-27239 | 88-0277072 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1551 Eastlake Avenue East, Suite 100, Seattle, WA |
98102 | |
| (Address of principal executive offices) | (Zip Code) |
(206) 504-7278
Registrant’s telephone number, including area code
N/A
(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:
| £ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| £ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
On May 31, 2011, the registrant (the “Company”) issued 14,000,000 newly issued shares of the Company’s Common Stock to three consultants as consideration for services provided. These transactions were not registered under the Act in reliance on the exemption from registration in Section 4(2) of the Act, as a transaction not involving any public offering. These securities were issued as restricted securities and the certificates were stamped with restrictive legends to prevent any resale without registration under the Act or in compliance with an exemption.
Item 8.01 Other Events
On May 29, 2011, the Company received a Revocation Order from the British Columbia Securities Commission (the “BCSC”) revoking the Cease Trade Order that was issued on May 3, 2012. Also, on May 29, 2011, the Company received a new Cease Trade Order from the BCSC related to a failure to file certain forms with the BCSC. The Cease Trade Order from the BCSC has no bearing on the trading of the Company’s common stock in the United States.
SIGNATURES
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 hereunto duly authorized.
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TAPIMMUNE INC.
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| Date: June 5, 2012 |
By: /s/ Glynn Wilson Name: Glynn Wilson Title: Chairman and CEO |
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