Marker Therapeutics, Inc. — Director's Dealing 2015

Jun 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAPIMMUNE INC (TPIV)
CIK: 0001094038
Period of Report: 2015-05-28

Reporting Person: Eastern Capital LTD (10% Owner)
Reporting Person: Portfolio Services Ltd. (10% Owner)
Reporting Person: DART KENNETH BRYAN (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-28	Series A-1 Warrant	$1.50	J	5000000	Disposed	2020-03-09	Common Stock (5000000)	Direct
2015-05-28	Series A-1 Warrant	$0.10	J	5000000	Acquired	2020-03-09	Common Stock (5000000)	Direct
2015-05-28	Series B-1 Warrant	$0.40	J	5000000	Disposed	2015-09-09	Common Stock (5000000)	Direct
2015-05-28	Series B-1 Warrant	$0.20	J	10000000	Acquired	2015-09-09	Common Stock (10000000)	Direct
2015-05-28	Series C-1 Warrant	$1.00	J	5000000	Disposed	2020-03-09	Common Stock (5000000)	Direct
2015-05-28	Series C-1 Warrant	$0.50	J	10000000	Acquired	2020-03-09	Common Stock (10000000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D-1 Warrant	$0.75		Common Stock (5000000)	1	Direct
Series E-1 Warrant	$1.25		Common Stock (5000000)	1	Direct

Footnotes

F1: The reported securities are included within 5,000,000 Units, each Unit originally consisting of one share of common stock, one Series A-1 Warrant, one Series B-1 Warrant, one Series C-1 Warrant, one Series D-1 Warrant and one Series E-1 Warrant.

F2: Each Series A-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.50 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, each Series A-1 Warrant was amended to reduce the exercise price per share to $0.10 and also to provide that the warrants are exercisable during the exercise period from November 28, 2015 to March 9, 2020. No consideration was paid or received by the reporting persons in connection with the amendment.

F3: Each Series B-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $0.40 during the exercise period from March 9, 2015 until September 9, 2015. Pursuant to the Restructuring Agreement effective May 28, 2015, Series B-1 Warrant was amended to reduce the exercise price per share to $0.20 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series B-1 Warrant in the event that the closing price of the common stock is above $0.50 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment.

F4: Each Series C-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.00 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, Series-C-1 Warrant was amended to reduce the exercise price per share to $0.50 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series C-1 Warrant in the event that the closing price of the common stock is above $1.00 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment.

F5: Each Series D-1 Warrant will be exercisable only if and to the extent that the Series B-1 Warrants are exercised and will expire on the five year anniversary of the date that the Series B-1 Warrant is initially exercised.

F6: Each Series E-1 Warrant will be exercisable only if and to the extent that the Series C-1 Warrants are exercised, and will expire on the five year anniversary of the date that the Series C-1 Warrant is initially exercised.