UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 1)
TAPIMMUNE INC.
(Name
of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title
of Class of Securities)
876033309
(CUSIP
Number)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
*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 the 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).
(Continued
on following page(s)
Page
1 of 4 Pages
CUSIP
No. 876033309
|
|
13G |
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Page
2 of 4 Pages |
1.
NAMES OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brio
Capital Master Fund Ltd.
EIN Number: 98-1072321
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
☐
(b)
☐
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
Islands
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON – 4,711,239 Common Stock *
6.
SHARED VOTING POWER - None
7. SOLE DISPOSITIVE POWER – 4,711,239 shares of Common
Stock *
8.
SHARED DISPOSITIVE POWER – None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
4,711,239 shares of Common Stock *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.29% *
12.
TYPE OF REPORTING PERSON
CO
* Assuming exercise of all Class C Warrants, which are subject to a 9.99% blocker provision.
CUSIP
No. 876033309
|
|
13G |
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Page
3 of 4 Pages |
ITEM 1 (a) NAME OF ISSUER: Tapimmune Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1551 Eastlake Avenue East, Suite 100, Seattle,
Washington 98102
ITEM 2 (a) NAME OF PERSON FILING: Brio Capital Master Fund Ltd.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Brio Capital Management LLC, 100 Merrick
Road, Suite 401W, Rockville Centre, NY 11570
ITEM 2 (c) CITIZENSHIP: Cayman Islands
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par
value
ITEM 2 (e) CUSIP NUMBER: 876033309
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):
Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 4,711,239 Shares
of Common Stock
(b) PERCENT OF CLASS: 7.29%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
4,711,239 Shares
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
4,711,239 Shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
0 Shares
CUSIP
No. |
|
13G |
|
Page
4 of 4 Pages |
ITEM
5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not
applicable
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
Not
applicable
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
Not
applicable
SIGNATURE
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.
|
January
28, 2016 |
|
(Date) |
|
|
|
/s/
Shaye Hirsch |
|
(Signature) |
|
|
|
Shaye
Hirsch, Director |
|
(Name/Title) |
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