0001144204-11-018488.txt : 20110331 0001144204-11-018488.hdr.sgml : 20110331 20110330212021 ACCESSION NUMBER: 0001144204-11-018488 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110331 DATE AS OF CHANGE: 20110330 GROUP MEMBERS: BRENDAN T. O'NEIL GROUP MEMBERS: IRONRIDGE GLOBAL PARTNERS, LLC GROUP MEMBERS: JOHN C. KIRKLAND GROUP MEMBERS: RICHARD H. KREGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAPIMMUNE INC CENTRAL INDEX KEY: 0001094038 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880277072 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58217 FILM NUMBER: 11723567 BUSINESS ADDRESS: STREET 1: UNIT 2 - 3590 WEST 41ST AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6N 3E6 BUSINESS PHONE: 604-264-8274 MAIL ADDRESS: STREET 1: UNIT 2 - 3590 WEST 41ST AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6N 3E6 FORMER COMPANY: FORMER CONFORMED NAME: GENEMAX CORP DATE OF NAME CHANGE: 20020718 FORMER COMPANY: FORMER CONFORMED NAME: EDUVERSE COM DATE OF NAME CHANGE: 19990827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ironridge Global IV, Ltd. CENTRAL INDEX KEY: 0001512103 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE, WATERFRONT DRIVE STREET 2: P.O. BOX 972 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 284 949 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE, WATERFRONT DRIVE STREET 2: P.O. BOX 972 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 SC 13G 1 v216848_sc13g.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934


TAPIMMUNE, INC.
(Name of Issuer)


Common Stock, $0.001 par value
(Title of Class of Securities)


876033101
(CUSIP Number)


March 25, 2011
(Date of Event which requires filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

q           Rule 13d-1(b)
þ           Rule 13d-1(c)
q           Rule 13d-1(d)
 

 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 
The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 

1.           NAME OF REPORTING PERSON
 
Ironridge Global IV, Ltd.

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           q
(b)           q
3.           SEC USE ONLY

4.           CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.
SOLE VOTING POWER

2,048,578* (See Item 4)

6.
SHARED VOTING POWER

 
0

7.
SOLE DISPOSITIVE POWER

2,048,578* (See Item 4)

8.
SHARED DISPOSITIVE POWER

0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,048,578* (See Item 4)

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
q

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 
5%* (See Item 4)

12.
TYPE OF REPORTING PERSON

OO

*Subject to adjustment.  (See Item 4)

 
 

 

1.           NAME OF REPORTING PERSON

Ironridge Global Partners, LLC

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

27-4741201

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           q
(b)           q
3.           SEC USE ONLY

4.           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.
SOLE VOTING POWER

0* (See Item 4)

6.
SHARED VOTING POWER

 
0* (See Item 4)

7.
SOLE DISPOSITIVE POWER

 
0* (See Item 4)

8.
SHARED DISPOSITIVE POWER

0* (See Item 4)

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0* (See Item 4)

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
q

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 
0%* (See Item 4)

12.
TYPE OF REPORTING PERSON

HC

*Excludes shares owned by Ironridge Global IV, Ltd.  (See Item 4)

 
 

 
 
1.           NAME OF REPORTING PERSON

Brendan T. O’Neil

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)           q
(b)           q
3.           SEC USE ONLY

4.           CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.
SOLE VOTING POWER

0* (See Item 4)

6.
SHARED VOTING POWER

 
0* (See Item 4)

7.
SOLE DISPOSITIVE POWER

 
0* (See Item 4)

8.
SHARED DISPOSITIVE POWER

0* (See Item 4)

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0* (See Item 4)

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
q

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 
0%* (See Item 4)

12.
TYPE OF REPORTING PERSON

IN

*Excludes shares owned by Ironridge Global IV, Ltd.  (See Item 4)

 
 

 

1.
NAME OF REPORTING PERSON

Richard H. Kreger

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)           q
(b)           q
3.           SEC USE ONLY

4.           CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.
SOLE VOTING POWER

0* (See Item 4)

6.
SHARED VOTING POWER

 
0* (See Item 4)

7.
SOLE DISPOSITIVE POWER

 
0* (See Item 4)

8.
SHARED DISPOSITIVE POWER

0* (See Item 4)

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0* (See Item 4)

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
q

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 
0%* (See Item 4)

12.
TYPE OF REPORTING PERSON

IN

*Excludes shares owned by Ironridge Global IV, Ltd.  (See Item 4)

 
 

 

1.
NAME OF REPORTING PERSON

John C. Kirkland

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)           q
(b)           q
3.           SEC USE ONLY

4.           CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.
SOLE VOTING POWER

0* (See Item 4)

6.
SHARED VOTING POWER

 
0* (See Item 4)

7.
SOLE DISPOSITIVE POWER

 
0* (See Item 4)

8.
SHARED DISPOSITIVE POWER

0* (See Item 4)

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0* (See Item 4)

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
q

11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

 
0%* (See Item 4)

12.
TYPE OF REPORTING PERSON

IN

*Excludes shares owned by Ironridge Global IV, Ltd.  (See Item 4)

 
 

 

ITEM 1  (a)
Name of Issuer:

TapImmune, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

2815 Eastlake Avenue East, Suite 300
Seattle, Washington 98102

ITEM 2  (a)
Name of Person Filing:

This statement is filed by Ironridge Global IV, Ltd. (“IIV”) with respect to shares of common stock of the issuer beneficially owned by IIV, and by Ironridge Global Partners, LLC (“IGP”), and IGP’s managing members Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland with respect to the shares beneficially owned by IIV.

 
(b)
Address of Principal Business Office, or, if None, Residence:

The address of the principal business office of IIV is:

Harbour House, Waterfront Drive
P.O. Box 972, Road Town, Tortola
British Virgin Islands, VG1110

The address of the principal business office of IGP, and Messrs. O’Neil, Kreger and Kirkland is:

425 California St. Suite 1010
San Francisco, California 94104

 
(c)
Citizenship:

IIV is a British Virgin Islands business company.
IGP is a Delaware limited liability company.
Messrs. O’Neil, Kreger and Kirkland are United States citizens.

 
(d)
Title of Class of Securities:

Common Stock, $0.001 par value per share.

 
(e)
CUSIP Number:

876033101

 
 

 
 
ITEM 3:
If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

q
a.
Broker or dealer registered under Section 15 of the Exchange Act.
q
b.
Bank as defined in Section 3(a)(6) of the Exchange Act.
q
c.
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
q
d.
Investment company registered under Section 8 of the Investment Company Act.
q
e.
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
q
f.
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
q
g.
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
q
h.
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
q
i.
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
q
j.
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
ITEM 4:
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  See item 9 of cover pages.
 
 
 
(b)
Percent of class:  See item 11 of cover pages.
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:

 
(ii)
Shared power to vote or to direct the vote:

 
(iii)
Sole power to dispose or to direct the disposition of:
 
 
(iv)
Shared power to dispose or to direct the disposition of:
 
See items 5-8 of cover pages.
 
Pursuant to a Securities Exchange Agreement (“Agreement”) entered into between the issuer, TapImmune, Inc., and Ironridge Global IV, Ltd. (“IIV”), IIV exchanged a $233,333.32 promissory note issued by the issuer for that number of shares of common stock of the issuer equal to the amount due under the note divided by 67% of the closing bid price of the common stock on the Over-The Counter Bulletin Board on March 25, 2011, adjusted such that the aggregate number of shares issuable to IV is equal to the amount due under the note divided by 67% of the volume-weighted average price of the common stock over the 20 trading days after the shares are delivered to IV, but under no circumstances more than 9.99% of the total number of shares of common stock outstanding.
 
For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 40,256,026 shares of common stock outstanding, as reported in the issuer’s most recent quarterly report on Form 10-Q, immediately prior to the issuance of shares to IIV, such that the shares issued to IIV would represent approximately 5% of the outstanding common stock after such issuance.

 
 

 

IIV is not a registered broker-dealer or an affiliate of a registered broker-dealer.  Voting and dispositive power with respect to shares of common stock owned by IIV is exercised by David Sims, Vice President.  However, the agreement with the issuer provides that, for so long as IIV or any of its affiliates hold any shares of common stock of the issuer, IIV and its affiliates are prohibited from, among other actions: (1) voting any shares of issuer common stock owned or controlled by IIV or its affiliates, or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions or plans that relate to or would result in, among other things, (a) acquiring additional securities of the issuer, alone or together with any other person, which would result in IIV and its affiliates collectively beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding common stock or other voting securities of the issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in the present board of directors or management of the issuer, (e) material changes in the capitalization or dividend policy of the issuer, (f) any other material change in the issuer’s business or corporate structure, (g) actions which may impede the acquisition of control of the issuer by any person or entity, (h) causing a class of securities of the issuer to be delisted, (i) causing a class of equity securities of the issuer to become eligible for termination of registration; or (3) any actions similar to the foregoing.
 
Each of  Ironridge Global Partners, LLC (“IGP”) and Messrs. O’Neil, Kreger and Kirkland disclaims beneficial ownership or control of any of the securities covered by this statement.  IGP and Messrs. O’Neil, Kreger and Kirkland directly own no shares of the issuer.  However, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, IGP or Messrs. O’Neil, Kreger and Kirkland may be deemed to beneficially own or control the shares owned by IIV.  Messrs. O’Neil, Kreger and Kirkland are each managing directors of IIV, and managing directors, members and one-third beneficial owners of IGP.  IGP is a stockholder and beneficial owner of IIV.
 
ITEM 5:
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box:    q
 
ITEM 6:
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
ITEM 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
See Exhibit 1.
 
ITEM 8:
Identification and Classification of Members of the Group.
 
Not Applicable.
 
ITEM 9:
Notice of Dissolution of Group.
 
Not Applicable.
 
ITEM10: Certifications.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 
 

 

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:   March 30, 2011
IRONRIDGE GLOBAL IV, LTD.  
       
 
By:
/s/ David Sims   
    Name:  David Sims  
    Its:  Vice President  
 
 
Dated:   March 30, 2011
IRONRIDGE GLOBAL PARTNERS, LLC  
       
 
By:
/s/ Keith Coulston  
    Name:  Keith Coulston  
    Its:  Vice President  
 
Dated:   March 30, 2011
 
/s/  Brendan T. O’Neil   
    Brendan T. O’Neil  
 
Dated:   March 30, 2011
 
/s/  Richard H. Kreger  
    Richard H. Kreger  
 
Dated:   March 30, 2011
 
/s/  John C. Kirkland  
    John C. Kirkland  
 
 
 

 
 
EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Exhibit Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G

EXHIBIT 2

Joint Filing Agreement among Ironridge Global IV, Ltd., Ironridge Global Partners, LLC, Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland
 
 
 

 
 
EX-1 2 v216848_ex1.htm Unassociated Document

Exhibit 1


Ironridge Global IV, Ltd. is a subsidiary of Ironridge Global Partners, LLC
 
 
 

 
EX-2 3 v216848_ex2.htm Unassociated Document
Exhibit 2



JOINT FILING AGREEMENT
 
This Joint Filing Agreement, entered into and effective as of March 30, 2011, is made by and among Ironridge Global IV, Ltd., a British Virgin Islands business company, Ironridge Global Partners, LLC, a Delaware limited liability company, Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the Filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
 
This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
 
 
Dated:   March 30, 2011
IRONRIDGE GLOBAL IV, LTD.  
       
 
By:
/s/ David Sims   
    Name:  David Sims  
    Its:  Vice President  
 
Dated:   March 30, 2011
IRONRIDGE GLOBAL PARTNERS, LLC  
       
 
By:
/s/ Keith Coulston  
    Name:  Keith Coulston  
    Its:  Vice President  
 
Dated:   March 30, 2011
 
/s/  Brendan T. O’Neil   
    Brendan T. O’Neil  
 
Dated:   March 30, 2011
 
/s/  Richard H. Kreger  
    Richard H. Kreger  
 
Dated:   March 30, 2011
 
/s/  John C. Kirkland  
    John C. Kirkland