TapImmune Inc. (OTCBB:TPIV), a Nevada corporation, announced today that the Company entered into a definitive purchase agreement on May 17, 2010 with accredited investors to place Senior Secured Convertible Notes (collectively, "Notes") totaling $1.53 million. The net proceeds of the financing will be used for the development of certain partnerships and for general working capital. The Company expects the transaction to close within two days of the execution of such purchase agreement, subject to the satisfaction of customary closing conditions.
The aggregate original principal amount of the Notes is $1.53 million. In addition to the gross proceeds to be received for the Notes, an outstanding and due debenture in the original principal amount of $350,000 is also being converted into the Notes. The holders of the Notes may choose to convert the Notes into common stock at anytime at a conversion price of $.30. Beginning in September 2010, the Notes are payable in nine monthly installments. The Company can make the amortization payments, at its option, either in cash or, subject to the satisfaction of certain conditions, registered shares of common stock. Along with the Notes, the Company has issued three sets of warrants each with an exercise price of $.30 per share that if fully exercised would result in an additional investment of $5,691,000 before fees and expenses. The Company will be required to file a registration statement within 30 days of the closing date and will use its reasonable best efforts to cause such registration statement to be declared effective within 120 days of the closing date. The investors and the placement agent shall receive an aggregate of 18,970,000 warrant shares, 6,775,000 of which will only be issued on a pro-rata basis with the exercise of the Series B Warrants.
Olympus Securities, LLC acted as exclusive placement agent for this transaction.