UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 20, 2013
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.) |
23622 Calabasas Road, Suite 300
Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (818) 264-2300
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of 2006 Equity Incentive Plan
At the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of ImmunoCellular Therapeutics, Ltd. (the “Company”) held on September 20, 2013, the Company’s stockholders approved an amendment of the Company’s 2006 Equity Incentive Plan, as amended (the “2006 Plan”), to increase the number of shares of the Company’s common stock authorized for issuance under the 2006 Plan from 8,000,000 shares to 12,000,000 shares. The amendment of the 2006 Plan previously had been approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board”). The amendment of the 2006 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the 2006 Plan, as amended, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2013, as supplemented by the Company’s supplement to the proxy statement filed with the SEC on September 13, 2013 (as supplemented, the “Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the text of the 2006 Plan, which is attached as Appendix B to the Proxy Statement.
Departure of Director
On September 20, 2013, Richard A. Cowell tendered his resignation from the Board, effective September 30, 2013. Mr. Cowell has informed the Company that his resignation is not the result of a disagreement with the Company on any matter.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2013, the Company amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 99,000,000 shares to 149,000,000 shares. As described in Item 5.07 below, the stockholders of the Company approved the amendment at the Annual Meeting. The amendment became effective upon the filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on September 24, 2013. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Proxy Statement. The results of the votes are set forth below:
Proposal I – The Company’s stockholders voted in favor of the election of each of the seven nominated individuals to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The tabulation of votes on this matter was as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
|
Richard Chin, M.D. |
7,783,124 | 1,221,474 | 32,626,462 | |||
|
Richard A. Cowell |
7,759,001 | 1,245,597 | 32,626,462 | |||
|
Andrew Gengos |
8,652,910 | 351,688 | 32,626,462 | |||
|
Helen S. Kim |
8,641,897 | 362,701 | 32,626,462 | |||
|
Rahul Singhvi, Sc.D. |
7,782,474 | 1,222,124 | 32,626,462 | |||
|
Gary S. Titus |
8,467,043 | 537,555 | 32,626,462 | |||
|
John Yu, M.D. |
8,644,383 | 360,215 | 32,626,462 |
Proposal II – The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 99,000,000 shares to 149,000,000 shares. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
|
31,095,969 |
9,150,200 | 1,384,891 | 0 |
Proposal III – The Company’s stockholders approved an amendment to the 2006 Plan to increase the number of shares of the Company’s common stock authorized for issuance under the 2006 Plan from 8,000,000 shares to 12,000,000 shares. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
|
5,551,145 |
3,117,349 | 336,104 | 32,626,462 |
Proposal IV – The Company’s stockholders ratified of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
|
38,082,143 |
2,436,193 | 1,112,724 | 0 |
Proposal V – The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
|
7,559,411 |
1,081,893 | 363,294 | 32,626,462 |
Proposal VI – The Company’s stockholders indicated, on an advisory basis, a preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers every “One Year.” The tabulation of votes on this matter was as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
|
7,632,798 |
220,294 | 460,911 | 690,595 | 32,626,462 |
Based on the voting results and its consideration of the appropriate voting frequency for the Company at this time, on September 20, 2013, the Board determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. filed on September 24, 2013. | |
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: September 24, 2013 | IMMUNOCELLULAR THERAPEUTICS, LTD. | |||||
| By: |
/s/ Andrew Gengos |
|||||
| Andrew Gengos | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. filed on September 24, 2013. | |
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:
FIRST. The name of the corporation is ImmunoCellular Therapeutics, Ltd.
SECOND. The date on which the Certificate of Incorporation of the corporation was originally filed with the Secretary of State of the State of Delaware is March 20, 1987.
THIRD. The board of directors of the corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend 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 150,000,000 shares, consisting of 149,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, par value $.0001 per share.”
FOURTH. This Certificate of Amendment was duly adopted by the stockholders of the corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by Andrew Gengos, its President and CEO, this 24 th day of September, 2013.
| ImmunoCellular Therapeutics, Ltd. | ||
| By: |
/s/ Andrew Gengos |
|
| Name: | Andrew Gengos | |
| Title: | President and CEO | |