Full Press Release Details
TapImmune and Marker Therapeutics Announce
Entry into Merger Agreement,
Creating a Transformational Immuno-Oncology Platform
Transaction Adds Multi-Antigen Targeted
Cell Therapy Platform to
TapImmune's Peptide Vaccine Portfolio
TapImmune Raises $5.1 million in Financing
from Current Stockholders
TapImmune will Finalize a Strategic Alliance
with Baylor College of Medicine
Conference Call and Live Audio Webcast
Scheduled Today at 8:00 a.m. ET
JACKSONVILLE, Florida - May 15,
2018 - TapImmune Inc. (NASDAQ: TPIV) ("TapImmune") today announced that it has entered into a definitive
merger agreement to acquire Marker Therapeutics, Inc. ("Marker"), a privately-held clinical-stage developer of a transformative,
non-genetically engineered, multi-antigen T cell therapy platform. The proposed transaction will be a merger-of-equals under which
the stockholders of TapImmune and Marker will each own approximately 50% of the combined company, prior to any issuances of additional
shares in a contemplated financing. The proposed merger remains subject to certain conditions, including that financing and the
approval of TapImmune stockholders. TapImmune and Marker will host a conference call and webcast today at 8:00 a.m. ET.
Peter Hoang, President and CEO of TapImmune,
stated, "I believe that the new therapies we are acquiring with Marker in this transaction represent the next major leap
forward in cell therapy for cancer. The merger adds to our product pipeline a synergistic portfolio of highly-differentiated T
cell therapies that has demonstrated potentially groundbreaking results in early clinical trials in lymphoma, acute myeloid leukemia
(AML), and multiple myeloma."
"With this merger, I believe we have
the opportunity to significantly disrupt the CAR-T and TCR field," added Mr. Hoang. "Compared to current gene-modified
T cell therapies such as CAR-T and TCR, the therapies we are acquiring in this transaction are:
"Executing this strategic merger
with Marker Therapeutics will be fundamentally transformational for TapImmune, enriching our strong immuno-oncology pipeline with
a revolutionary multi-antigen targeted cell therapy platform. We believe this technology will be a game-changer for the cell therapy
industry, potentially overcoming the well-known limitations of today's CAR-T and TCR approaches," concluded Mr. Hoang.
"Combined with the four ongoing Phase 2 clinical trials in the TapImmune platform, I believe we are creating a best-in-class
cancer immunotherapy platform. With Marker's peptide-based cell therapy platform, we believe that there is an excellent fit
with TapImmune's extensive experience and expertise in the research, development, manufacturing and manipulation of peptide-based
immunotherapies. Furthermore, the integration of the two companies provides us with a compelling opportunity to create a unique
and highly differentiated company in the immuno-oncology field."
John Wilson, CEO of Marker, said, "I
feel very fortunate to have been entrusted with one of the premier programs of Baylor College of Medicine's Center for Cell
and Gene Therapy, and to integrate it with TapImmune to provide this exceptional technology with a strong commercial pathway. We
have great respect for the work that the TapImmune team has done within the immuno-oncology field and believe integrating our respective
peptide-based technologies will drive significant advances in the field. By combining TapImmune's experience and expertise
in multi-epitope peptide-based approaches to T cell activation with Marker's multi-targeted T cell therapy, while simultaneously
leveraging the know-how and facilities of Baylor College of Medicine's Center for Cell and Gene Therapy, we intend to chart
a groundbreaking course toward more effective, less complex, non-toxic and cost-effective cancer treatments. Our respective development
teams are eager to join forces and drive a unique product pipeline to patients in need. We believe the merger will accelerate clinical
development, particularly for the cell therapy platform, which has generated encouraging patient responses in our clinical trials
to date. I look forward to taking a position on the post-merger Board of Directors where I can leverage my T cell manufacturing
expertise and help the Company implement a highly practical and economical manufacturing platform. By avoiding the need for genetic
engineering, the manufacturing process can be greatly simplified, providing us with a great opportunity to successfully address
the cost issues that currently plague the field."
In conjunction with the transaction, TapImmune
intends to finalize a strategic alliance with Baylor College of Medicine which will include sponsored research, manufacturing support,
and advancing early stage clinical trials at the institution.
Merger Related Financing
TapImmune is currently in discussions with
a syndicate of leading healthcare-focused institutional investors with respect to a potential financing in conjunction with the
merger that will be expected to fund the combined company into 2020.
Private Placement of Common Stock, Warrant Exercises and
Financing Commitment
In support of TapImmune's initiatives,
including the merger, the Company has entered into agreements with certain institutional stockholder and warrant holders that are
expected to provide the Company with approximately $5.1 million in equity financing. The Company's largest stockholder, Eastern
Capital Limited, has entered into a Common Stock Purchase Agreement with the Company pursuant to which it will purchase 1.3 million
shares of common stock at a price per share of $2.40 providing gross proceeds to the Company of approximately $3.1 million. Other
selected institutional holders of outstanding warrants have entered into warrant amendment agreements with the Company to exercise
their warrants at an exercise price of $2.50 per share. Upon closing of the warrant amendment agreements, such participating institutional
holders will exercise approximately 783,000 warrants providing aggregate proceeds to the Company of approximately $2.0 million.
In addition, Mr. John Wilson, CEO of Marker,
has provided a written commitment for additional financing to the Company of up to $1.0 million.
About the Proposed Merger
Existing Marker stockholders will receive
newly issued shares and warrants of TapImmune common stock in connection with the proposed merger equal to the number of shares
and warrants of TapImmune outstanding at the closing of the merger. TapImmune currently has 10.7 million shares of common stock
and approximately 7.0 million warrants and options outstanding (excluding any shares issuable in connection with the financing
referenced above). The number of warrants issuable to Marker are subject to increase based upon certain conditions related to the
terms of any additional financing closed concurrently with the merger. On a pro forma basis for the combined company, current TapImmune
stockholders and current Marker stockholders are each expected to own approximately 50% of the combined company, prior to the contemplated
issuance of shares in the financing that is expected to occur concurrently with the merger.
The transaction has been unanimously approved
by the board of directors of both companies. The proposed merger is expected to close in the second half of 2018, subject to completion
of the concurrent financing and the approval of the stockholders of each company as well as other customary conditions. The merger
agreement contains further details with respect to the proposed merger.
Nomura Securities International, Inc. acted
as the exclusive financial advisor to TapImmune. Seyfarth Shaw LLP served as legal counsel to TapImmune. Winthrop & Weinstine,
PA served as legal counsel to Marker.
Management and Organization
Following the closing of the proposed merger,
TapImmune CEO Peter Hoang will be President and CEO of the combined company. Marker CEO John Wilson will join the combined company's
Board of Directors as will Juan Vera, M.D., a Co-Founder of Marker. The board of directors of the combined company is expected
to consist of eight members, three of whom will be designated by TapImmune, three of whom will be designated by Marker, and two
of whom will be designated by the investor syndicate. In addition, Marker Co-Founder Ann Leen, Ph.D. will be appointed to the new
position of Chief Scientific Officer. Michael Loiacono will continue to serve as Chief Financial Officer and Richard Kenney, M.D.
will continue as Acting Chief Medical Officer. Additionally, TapImmune is expected to announce the formation of a new Scientific
Advisory Board which will become effective on the closing date of the merger.
Additional Information about the Proposed
In connection with the proposed merger,
TapImmune intends to file relevant materials with the Securities and Exchange Commission, or the SEC, including a proxy statement.
Investors and security holders of TapImmune are urged to read these materials when they become available because they will contain
important information about TapImmune, Marker and the proposed merger. The proxy statement and other relevant materials (when they
become available), and any other documents filed by TapImmune with the SEC, may be obtained free of charge at the SEC web site