UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: May 7, 2007
ImmunoCellular Therapeutics, Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 33-17264-NY | 11-2856146 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
1999 Avenue of the Stars, 11
th
Floor
Los Angeles, California |
90067 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 789-1213
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 7, 2007, ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), entered into Subscription Agreements with a number of private investors (the “Subscribers”) pursuant to which the Company agreed, for aggregate cash consideration of $2,262,252, to issue to those Subscribers (i) 1,508,168 shares of the Company’s common stock and (ii) warrants to purchase in the aggregate 1,508,168 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrants are each fully vested and exercisable over a term of two years.
The Company agreed that for services rendered in connection with introducing the Company to these investors, the Company will make a cash payment to third parties totaling $169,500 and issue to those third parties warrants to purchase a total of 169,500 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrants are fully vested and exercisable over a term of two years.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Reference is made to Item 1.01 of this Current Report on Form 8-K for a description of the Company’s issuance of 1,508,168 shares of common stock and warrants to purchase 1,677,668 shares of common stock. The Company’s issuance of the common stock and the warrants made to 52 accredited investors was exempt from registration under the Securities Act of 1933 by reason of the exemption provided by Section 4(2) of the Securities Act of 1933 for a transaction not involving a public offering.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 8, 2007, the Company amended Article Fourth, Section 1 of its Amended and Restated Certificate of Incorporation to increase the number of its authorized shares of common stock from 25,000,000 to 74,000,000. A copy of the amendment is included as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
The Company is funding a Phase I clinical trial of its lead product candidate for the treatment of brain tumors based on its dendritic cell based technology. This trial commenced on May 7, 2007.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
|
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd., filed with the Delaware Secretary of State on May 8, 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ImmunoCellular Therapeutics, Ltd. | ||||
| May 9, 2007 | By: |
/s/ David Wohlberg |
||
| Name: | David Wohlberg | |||
| Title: | President and Chief Operating Officer | |||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Under Section 242 of the General Corporation Law of the State of Delaware)
ImmunoCellular Therapeutics, Ltd., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
A. The name of the corporation is ImmunoCellular Therapeutics, Ltd. The original Certificate of Incorporation of the corporation was filed with the Delaware Secretary of State on March 20, 1987 under the name Redwing Capitol Corp. The corporation changed its name to Redwing Ventures Corp. on November 23, 1987, corrected the name to Redwing Ventures, Inc. on December 28, 1987, changed its name to Patco Industries, Ltd. on June 16, 1989, an Amended and Restated Certificate of Incorporation was filed on January 30, 2006 which included changing its name to Optical Molecular Imaging, Inc., and a Certificate of Amendment of Amended and Restated Certificate of Incorporation was filed on November 2, 2006 to change its name to ImmunoCellular Therapeutics, Ltd.
B. This Certificate of Amendment was duly adopted by the corporation’s directors and stockholders by written consent on April 26, 2007 in accordance with the applicable provisions of Sections 228 and 242 of the Delaware General Corporation Law.
C. The Certificate of Incorporation, as heretofore amended, is hereby further amended by changing Section 1 of Article FOURTH so that, as amended, it shall be and read in full as follows:
“ FOURTH
Section 1. Authorized Capital Stock . The Company is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The total number of shares of capital stock that the Company is authorized to issue is 75,000,000 shares, consisting of 74,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, par value $.0001 per share.”
IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by Sanford J. Hillsberg, its Secretary, this 7th day of May, 2007.
| ImmunoCellular Therapeutics, Ltd. | ||
| By: |
/s/ Sanford J. Hillsberg |
|
| Name: | Sanford J. Hillsberg | |
| Title: | Secretary | |