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 report (Date of earliest event reported): May 21, 2012
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35560 | 93-1301885 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
|
21900 Burbank Boulevard Third Floor Woodland Hills, California |
91367 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (818) 992-2907
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 (see General Instruction A.2. below):
| ¨ | 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 24, 2012, ImmunoCellular Therapeutics, Ltd. was notified that the Corporation’s common stock has been approved for listing on the NYSE: MKT and is expected to start trading on the NYSE: MKT on Wednesday, May 30, 2012 under its ticker symbol IMUC. A copy of the press release reporting this listing is attached hereto as Exhibit 99.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 21, 2012, ImmunoCellular Therapeutics, Ltd. amended Article V, Section 1 of its Bylaws to provide that its capital stock may be registered in book-entry form in accordance with the direct registration system approved by the United States Securities and Exchange Commission and by the principal securities exchange on which the stock of the Corporation may from time to time be traded as well as in certificated form. The preceding summary of the amendment is qualified by the full text of amended Article V, Section 1 of the Corporation’s Bylaws which is attached hereto as Exhibit 3.1 and incorporated herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 3.1 | Amendment to the Amended and Restated Bylaws of ImmunoCellular Therapeutics, Ltd. | |||
| 99.1 | Press release dated May 25, 2012 . | |||
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.
| Date: May 25, 2012 | IMMUNOCELLULAR THERAPEUTICS, LTD. | |||||
| By: | /s/ Manish Singh | |||||
| Manish Singh, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||
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Index to Exhibits
|
Exhibit
|
Description |
|
| 3.1 | Amendment to the Amended and Restated Bylaws of ImmunoCellular Therapeutics, Ltd. | |
| 99.1 | Press release dated May 25, 2012. | |
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Exhibit 3.1
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF IMMUNOCELLULAR
THERAPEUTICS, LTD.
Article V, Section 1 of the Amended and Restated Bylaws is amended to read in its entirety as follows:
“Form of Certificates . Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chief Executive Officer, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.
Notwithstanding any other provision of these Bylaws that refers to certificates evidencing shares of the Corporation’s outstanding shares of capital stock, shares of the Corporation may be evidenced by registration in the holder’s name in uncertificated, book-entry form in accordance with the direct registration system approved by the United States Securities and Exchange Commission and by the principal securities exchange on which the stock of the Corporation may from time to time be traded, or as may be otherwise authorized by the Delaware General Corporation Law or any successor statute, as any of the foregoing may be approved from time to time by the Board of Directors. Every holder of uncertificated shares of the Corporation shall be entitled to receive a statement of holdings as evidence of share ownership.”
Exhibit 99.1
ImmunoCellular Therapeutics Receives Approval for NYSE MKT Listing
May 25, 2012 8:30 ET—News Release
LOS ANGELES—(BUSINESS WIRE)—
ImmunoCellular Therapeutics, Ltd. (“ImmunoCellular” or the “Company”) (OTCBB: IMUC), a biotechnology company focused on the development of novel immune-based cancer therapies, announced today that its common stock has been approved for listing on the NYSE: MKT. Trading is expected to commence on the NYSE: MKT on Wednesday, May 30 th , 2012 under the ticker symbol ‘IMUC’. THE NYSE: AMEX changed its name to NYSE: MKT earlier this month.
“We are pleased to begin trading on NYSE MKT,” said Manish Singh, Ph.D., President and CEO of ImmunoCellular Therapeutics. “This listing marks an important step in our Company’s development by giving us access to a broader investor base and should provide increased transparency and liquidity for investors owning our stock.”
“We welcome ImmunoCellular to the NYSE MKT family of listed companies,” said Scott Cutler, EVP and Co-Head of U.S. Listings and Cash Execution at NYSE Euronext. “IMUC will be joining other growth oriented companies in the U.S. taking advantage of the NYSE’s advanced and innovative market model to offer a premier value for listing and trading their stocks.”
The listing approval is contingent on the Company continuing to meet all of the initial listing requirements on the day it is scheduled to commence trading.
About ImmunoCellular Therapeutics, Ltd.
ImmunoCellular Therapeutics, Ltd. is a Los Angeles-based clinical-stage company that is developing immune-based therapies for the treatment of brain and other cancers. The Company has commenced a Phase II trial of its lead product candidate, ICT-107, a dendritic cell-based vaccine targeting multiple tumor-associated antigens for glioblastoma. To learn more about IMUC, please visit www.imuc.com.
Contact:
For ImmunoCellular Therapeutics, Ltd.
CEOcast, Inc.
James Young, 212-732-4300
Investor Relations
jyoung@ceocast.com