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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EOM Pharmaceutical Holdings Inc (PK) | USOTC:IMUC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.1979 | 0.155 | 0.1979 | 0.00 | 13:27:41 |
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Delaware
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2834
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93-1301885
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Glen Y. Sato
John T. McKenna
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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Barry I. Grossman
Sarah E. Williams
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11
th
Floor
New York, New York 10105
(212) 370-1300
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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þ
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Title of each class of
securities to be registered
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Proposed
maximum
aggregate
offering price(1)(2)(3)
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Amount of
registration fee(4)
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|||||
Common Stock, $0.0001 par value per share
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|||||
Warrants to purchase shares of common stock
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|||||
Shares of common stock issuable upon exercise of the Warrants
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|||||
Total:
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$
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20,136,500.00
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$
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2,027.76
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||||||||
(1)
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Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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|||||||
(2)
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Includes the offering price of any additional shares and warrants to purchase shares that the underwriters have the right to purchase from the Registrant.
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|||||||
(3)
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Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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|||||||
(4)
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The Registrant previously paid $2,431.92 in connection with previous filings of this registration statement.
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Per Share and Related Base Warrant
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Per Pre-funded Warrant and Related Base Warrant
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Total(1)
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Public offering price
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$
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$
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Underwriting discount
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$
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$
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Proceeds, before expenses, to us(2)
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$
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$
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(1)
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The public offering price is $
per share of common stock and $0.01
per base warrant to purchase of a share of common stock.
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(2)
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We estimate the total expenses of this offering payable by us, excluding the underwriting discount, will be approximately $450,000.
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Table 1.
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||
Overall Survival*
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Median Overall Survival - in Months
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|
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||||||
Population
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Patients Randomized
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Treatment Group
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Placebo Group
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Difference
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P Value
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HR Ratio
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||
Intent to treat (ITT)
|
|
124
|
|
18.3
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16.7
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1.6
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0.436
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0.846
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||
Per Protocol (PP) HLA-A2
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|
|
|
|
|
|
|
|
|
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|
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||
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MGMT Methylated
|
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31
|
|
37.7
|
|
23.9
|
|
13.8
|
|
0.645
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0.800
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MGMT Unmethylated
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38
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|
15.8
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11.8
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4.0
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0.326
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|
0.704
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•
|
An anergy test was added to patient screening. This test seeks to identify patients with a properly functioning immune system, which is an important consideration when testing an immune-based therapy.
|
•
|
More doses are included in the phase 3 protocol. Patients are dosed until they progress or run out of treatment or placebo. In the first year, after standard of care surgery and chemoradiation, patients receive four induction doses in the first month and then monthly maintenance doses thereafter. The phase 3 design now includes 15 doses in the first year if the patient does not progress compared to seven doses in the phase 2 design. The intent is to give patients the opportunity to mount an immune response to treatment.
|
•
|
An updated progression assessment is included. Progression will now be assessed using the iRANO criteria. This methodology is an update from the RANO criteria utilized in the phase 2 trial. Because dosing stops once a patient has progressed, accurate progression assessment is important for keeping patients on the trial as long as possible.
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•
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Monocytes will be used as the placebo in phase 3. In the phase 2 trial, activated dendritic cells were used as the placebo. These cells are potentially more immunogenic than the precursor monocyte cells.
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Common stock offered
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51,500,000 shares.
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Base warrants offered
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Base Warrants to purchase up to 38,625,000 shares of common stock. Each share of our common stock is being sold together with a base warrant to purchase 0.75 of a share of our common stock. As described in more detail below, each pre-funded warrant is being sold together with a base warrant to purchase 0.75 of a share of our common stock. Each base warrant will have an exercise price equal to the last reported sale price of our common stock as of the close of the trading day immediately preceding the pricing of this offering, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price of the base warrants is subject to weighted-average anti-dilution adjustments if we issue or are deemed to issue additional shares of our common stock at a price per share less than the then effective exercise price, subject to certain exceptions. Such adjustment will not affect the number of shares of our common stock issuable upon the exercise of the base warrants.
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Pre-funded warrants offered
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We are also offering those purchasers, if any, whose purchase of shares of our common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.0% of our outstanding common stock following the consummation of this offering, pre-funded warrants to purchase shares of our common stock. In lieu of the shares of our common stock that would result in ownership in excess of 9.0%, such purchasers are purchasing pre-funded warrants to purchase such excess shares of our common stock. Each pre-funded warrant is being sold together with the same base warrant described above to purchase 0.75 of a share of common stock. Each pre-funded warrant will have an exercise price of $0.01 per share, will be immediately exercisable and will expire on the tenth anniversary of the original issuance date. There can be no assurance that we will sell any of the pre-funded warrants being offered. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. Because we will issue a base warrant for each share of our common stock and for each pre-funded warrant to purchase one share of our common stock sold in this offering, the number of base warrants sold in this offering will not change as a result of a change in the mix of the shares of our common stock and pre-funded warrants sold.
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Option to purchase additional shares and/or base warrants
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We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 7,725,000 shares of common stock and/or base warrants to purchase 5,793,750 shares of common stock at the public offering price, less the underwriting discount.
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Common stock to be outstanding after this offering
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143,227,797 shares, or 181,852,797 shares if the base warrants sold in this offering are exercised in full.
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Use of proceeds
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We estimate that our net proceeds from this offering will be approximately $9.0 million, excluding the proceeds, if any, from the exercise of the warrants. If the underwriters exercise their option to purchase additional shares and base warrants in full, we estimate that our net proceeds from this offering will be approximately $10.4 million, excluding the proceeds, if any, from the exercise of the warrants.
We intend to use the net proceeds of this offering to continue enrollment in our phase 3 clinical trial of ICT-107, to complete phase 1 development of ICT-121, to continue our T cell research program and for working capital and general corporate purposes. We may use a portion of the net proceeds of this offering to acquire additional technologies. See “Use of Proceeds” on page 14 of this prospectus. |
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Risk factors
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See “Risk Factors” beginning on page 7 of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should read and consider carefully before investing in our securities.
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Market symbol and trading
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Our common stock is listed on the NYSE MKT under the symbol “IMUC.” We have applied to list the base warrants on the NYSE MKT following their issuance under the symbol “IMUCWS.” There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the warrants will be limited.
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•
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11,801,904 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of $1.11 per share;
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•
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594,500 shares of our common stock issuable upon the settlement of outstanding restricted stock units;
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•
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24,520,350 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $1.06 per share (without giving effect to any of the anti-dilution adjustment provisions thereof); and
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•
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8,603,500 shares of our common stock to be reserved for potential future issuance pursuant to our 2016 Equity Incentive Plan.
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•
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obtain additional financial resources and meet milestones under award funding necessary to develop, test, manufacture and market our immunotherapy product candidates, in particular ICT-107;
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•
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engage corporate partners to assist in developing, testing, manufacturing and marketing our immunotherapy product candidates or any future product candidates that we may develop;
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•
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satisfy the regulatory requirements for acceptable pre-clinical and clinical trial studies or to timely enroll patients;
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•
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establish and demonstrate or satisfactorily complete the research to demonstrate at various stages the pre-clinical and clinical efficacy and safety of our immunotherapy product candidates or any future product candidates that we may develop;
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•
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apply for and obtain the necessary regulatory approvals from the FDA and the appropriate foreign regulatory agencies;
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•
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market our immunotherapy product candidates or any future product candidates that we may develop to achieve acceptance and use by the medical community and patients in general and produce revenues; and
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•
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attract and retain, on acceptable terms, qualified technical, commercial and administrative staff for the continued development and growth of our business.
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•
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the need to conduct larger, more expensive and longer clinical trials to obtain the data necessary for submission for product approval to regulatory agencies;
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•
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the capability to manufacture product at the scale and quantities required to meet regulatory approval requirements and the development and commercial requirements for the product;
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•
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the costs to obtain qualified commercial development of infrastructure and activities related to the commercialization of our products;
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•
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the rate of progress and cost of our research and development and clinical trial activities; and
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•
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the introduction into the marketplace of competing products and other adverse market developments.
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•
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our current views with respect to our business strategy, business plan and research and development activities;
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•
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the progress of our product development programs, including clinical testing and the timing of commencement and results thereof;
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•
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our projected research and development expenses;
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•
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our ability to fund, enroll and successfully complete the phase 3 study of ICT-107 and any of our other product candidates;
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•
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the potential for and timing of development and commercial success of ICT-107;
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•
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our ability to continue development plans for ICT-140 and ICT-121; and
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•
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our ability to further develop our technologies into product candidates.
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Quarter Ended
|
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High
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Low
|
||||
June 30, 2014
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$
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1.45
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$
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1.05
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September 30, 2014
|
|
$
|
1.16
|
|
|
$
|
0.87
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|
December 31, 2014
|
|
$
|
1.03
|
|
|
$
|
0.53
|
|
March 31, 2015
|
|
$
|
0.82
|
|
|
$
|
0.48
|
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June 30, 2015
|
|
$
|
0.55
|
|
|
$
|
0.43
|
|
September 30, 2015
|
|
$
|
0.59
|
|
|
$
|
0.37
|
|
December 31, 2015
|
|
$
|
0.53
|
|
|
$
|
0.34
|
|
March 31, 2016
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
June 30, 2016
|
|
$
|
0.34
|
|
|
$
|
0.20
|
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September 30, 2016 (through July 29, 2016)
|
|
$
|
0.27
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|
|
$
|
0.19
|
|
Assumed combined public offering price per share and related base warrant
|
|
|
|
$
|
0.20
|
|
|
Net tangible book value per share as of March 31, 2016
|
$
|
0.18
|
|
|
|
||
Increase per share attributable to new investors in this offering
|
|
—
|
|
|
|
||
As adjusted net tangible book value per share as of March 31, 2016 after giving effect to this offering
|
|
|
|
0.18
|
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||
Dilution per share to investors participating in this offering
|
|
|
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$
|
0.02
|
|
•
|
11,801,904 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of $1.11 per share;
|
•
|
594,500 shares of our common stock issuable upon the settlement of outstanding restricted stock units;
|
•
|
24,520,350 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $1.06 per share (without giving effect to any of the anti-dilution adjustment provisions thereof); and
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•
|
8,603,500 shares of our common stock to be reserved for potential future issuance pursuant to our 2016 Equity Incentive Plan.
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Table 2
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Overall Survival*
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Median Overall Survival - in Months
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|
|||||
Population
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Patients Randomized
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Treatment Group
|
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Placebo Group
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Difference
|
|
P Value
|
|
HR Ratio
|
|
Intent to treat (ITT)
|
|
124
|
|
18.3
|
|
16.7
|
|
1.6
|
|
0.436
|
|
0.846
|
|
Per Protocol (PP) HLA-A2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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MGMT Methylated
|
|
31
|
|
37.7
|
|
23.9
|
|
13.8
|
|
0.645
|
|
0.800
|
|
MGMT Unmethylated
|
|
38
|
|
15.8
|
|
11.8
|
|
4.0
|
|
0.326
|
|
0.704
|
Progression Free Survival*
|
|
|
Median Progression Free Survival - in Months
|
|
|
|
|
||||||
Population
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Patients Randomized
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Treatment Group
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Placebo Group
|
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Difference
|
|
P Value
|
|
HR Ratio
|
|
ITT
|
|
124
|
|
11.4
|
|
10.1
|
|
1.3
|
|
0.033
|
|
0.640
|
|
PP HLA-A2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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MGMT Methylated
|
|
31
|
|
24.1
|
|
8.5
|
|
15.6
|
|
0.004
|
|
0.257
|
|
MGMT Unmethylated
|
|
38
|
|
10.5
|
|
6.0
|
|
4.0
|
|
0.364
|
|
0.720
|
|
|
|
|
|
|
|
|
|
|
|
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* Overall survival data from October 2015; progression free survival from October 2014.
|
|
|
|
|
|
|
•
|
An anergy test was added to patient screening. This test seeks to identify patients with a properly functioning immune system, which is an important consideration when testing an immune-based therapy.
|
•
|
More doses are included in the phase 3 protocol. Patients are dosed until they progress or run out of treatment or placebo. In the first year, after standard of care surgery and chemoradiation, patients receive four induction doses in the first month and then monthly maintenance doses thereafter. The phase 3 design now includes 15 doses in the first year if the patient does not progress compared to seven doses in the phase 2 design. The intent is to give patients the opportunity to mount an immune response to treatment.
|
•
|
An updated progression assessment is included. Progression will now be assessed using the iRANO criteria. This methodology is an update from the RANO criteria utilized in the phase 2 trial. Because dosing stops once a patient has progressed, accurate progression assessment is important for keeping patients on the trial as long as possible.
|
•
|
Monocytes will be used as the placebo in phase 3. In the phase 2 trial, activated dendritic cells were used as the placebo. These cells are potentially more immunogenic than the precursor monocyte cells.
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PRODUCT CANDIDATE
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TARGET INDICATION
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STATUS
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Active Immunotherapies
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ICT-107
(DC-based immunotherapy targeting CSCs and cancer antigens)
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Newly diagnosed GBM
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Phase 3 enrolling patients
|
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|
|
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ICT-140
(DC-based immunotherapy targeting CSCs and cancer antigens)
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Ovarian cancer
|
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Phase 2 pending
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ICT-121
(DC-based immunotherapy targeting CD133+ CSCs)
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Recurrent GBM and other solid tumor cancers
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Phase 1 enrolling patients
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Stem cell therapies for cancer
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To be determined
|
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Pre-clinical
|
•
|
our ability to obtain FDA marketing approval for our product candidates on a timely basis;
|
•
|
the level of acceptance of our products by physicians, compared to those of competing products or therapies;
|
•
|
our ability to have our products manufactured on a commercial scale;
|
•
|
the effectiveness of sales and marketing efforts on behalf of our products;
|
•
|
our ability to meet demand for our products;
|
•
|
our ability to secure insurance reimbursement for our products;
|
•
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the price of our products relative to competing products or therapies;
|
•
|
our ability to recruit and retain appropriate management and scientific personnel; and
|
•
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our ability to develop a commercial-scale research and development, manufacturing and marketing infrastructure, either on our own or with one or more future strategic partners.
|
|
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|
|
Percentage of Shares Beneficially Owned
|
|
Name and Address of Beneficial Owner
(1)
|
|
Shares
Beneficially
Owned
(2)
|
|
Before Offering
|
After Offering
|
John S. Yu, M.D.
|
|
6,484,752
(3)
|
|
6.49%
|
4.28%
|
|
|
|
|
|
|
Andrew Gengos
|
|
1,241,745
(4)
|
|
1.32%
|
*
|
|
|
|
|
|
|
Anthony Gringeri, Ph.D.
|
|
519,905
(5)
|
|
*
|
*
|
|
|
|
|
|
|
David Fractor
|
|
258,124
(6)
|
|
*
|
*
|
|
|
|
|
|
|
Rahul Singhvi, Sc.D.
|
|
324,014
(7)
|
|
*
|
*
|
|
|
|
|
|
|
Steven J. Swanson, M.D.
|
|
148,958
(8)
|
|
*
|
*
|
|
|
|
|
|
|
Gary S. Titus
|
|
145,460
(9)
|
|
*
|
*
|
|
|
|
|
|
|
Gregg A. Lapointe
|
|
7,500
(10)
|
|
*
|
*
|
|
|
|
|
|
|
Mark A. Schlossberg
|
|
7,500
(11)
|
|
*
|
*
|
|
|
|
|
|
|
All executive officers and directors as a group (9 persons)
|
|
9,137,957
(12)
|
|
8.99%
|
6.11%
|
*
|
Less than 1%.
|
(1)
|
The address of each of the persons shown is c/o ImmunoCellular Therapeutics, Ltd., 23622 Calabasas Road, Suite 300, Calabasas, California 91302.
|
(2)
|
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days of June 30, 2016, are deemed outstanding, including for purposes of computing the percentage ownership of the person holding such option, warrant or convertible security, but not for purposes of computing the percentage of any other holder.
|
(3)
|
Includes 6,464,426 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(4)
|
Includes 824,479 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(5)
|
Includes 303,905 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(6)
|
Includes 146,457 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(7)
|
Includes 309,014 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(8)
|
Includes 123,958 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(9)
|
Includes 117,459 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(10)
|
Includes 7,500 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(11)
|
Includes 7,500 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
(12)
|
Includes 8,304,698 shares of common stock underlying stock options that are exercisable within 60 days of June 30, 2016.
|
•
|
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
|
•
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
|
•
|
the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.
|
Underwriter
|
|
Number of Shares
|
|
Number of Pre-Funded Warrants
|
|
Number of Base Warrants
|
|
Maxim Group LLC
|
|
|
|
|
|
|
|
Laidlaw & Company (UK) Ltd.
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
38,625,000
|
|
|
Per Share
|
|
Per Pre-Funded Warrant
|
|
Per Base Warrant
|
|
Total (No Exercise)
|
|
Total (Full Exercise)
|
Public offering price
|
$
|
|
|
|
$
|
|
$
|
|
$
|
Underwriting discounts and commissions
|
|
|
|
|
|
|
|
|
|
Proceeds, before expenses, to us
|
$
|
|
|
|
$
|
|
$
|
|
$
|
•
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
•
|
Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
|
•
|
Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
|
•
|
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
(a)
|
to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
|
(b)
|
to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
|
(c)
|
by an underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
|
(d)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of these securities shall result in a requirement for the publication by the issuer or the underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
(a)
|
they have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and
|
(b)
|
they have complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
|
•
|
to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
|
•
|
to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in the last annual or consolidated accounts; or
|
•
|
in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 30, 2016, including the information specifically incorporated by reference therein from our definitive proxy statement on Schedule 14A, filed on April 28, 2016;
|
•
|
Our Quarterly Report on Form 10-Q for the period ended March 31, 2016 filed with the SEC on May 13, 2016; and
|
•
|
our Current Reports on Form 8-K filed with the SEC on March 2, 2016 and June 21, 2016.
|
|
|
|
|
|
SEC registration fee
|
$
|
2,028
|
|
FINRA filing fee
|
|
3,521
|
|
NYSE MKT listing fee
|
|
30,000
|
|
Accounting fees and expenses
|
|
40,000
|
|
Legal fees and expenses
|
|
300,000
|
|
Printing and related expenses
|
|
5,000
|
|
Miscellaneous
|
|
69,451
|
|
Total
|
$
|
450,000
|
|
|
IMMUNOCELLULAR THERAPEUTICS, LTD.
|
||
|
|
|
|
|
By:
|
|
/s/ Andrew Gengos
|
|
|
|
Andrew Gengos
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Andrew Gengos
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
August 2, 2016
|
Andrew Gengos
|
|
|
||
|
|
|
||
/s/ David Fractor
|
|
Vice President, Finance and Principal Accounting Officer
(Principal Financial and Accounting Officer)
|
|
August 2, 2016
|
David Fractor
|
|
|
||
|
|
|
||
*
|
|
Director
|
|
August 2, 2016
|
Gregg A. Lapointe
|
|
|
||
|
|
|
||
*
|
|
Director
|
|
August 2, 2016
|
Rahul Singhvi, Sc.D.
|
|
|
||
|
|
|
||
*
|
|
Director
|
|
August 2, 2016
|
Mark A. Schlossberg
|
|
|
||
|
|
|
||
*
|
|
Director
|
|
August 2, 2016
|
Gary S. Titus
|
|
|
||
|
|
|
||
*
|
|
Director
|
|
August 2, 2016
|
John S. Yu, M.D.
|
|
|
Exhibit
|
Description
|
Incorporation by Reference
|
Filed Herewith
|
|||
Form
|
SEC File No.
|
Exhibit
|
Filing Date
|
|||
1.1
|
Form of Underwriting Agreement
|
|
|
|
|
X
|
2.1
|
Agreement and Plan of Reorganization dated as of May 5, 2005, as amended, among Patco Industries Subsidiary, Inc., William C. Patridge, and Spectral Molecular Imaging, Inc., as amended on June 30, 2005, September 26, 2005 and January 20, 2006
|
8-K
|
033-17624-NY
|
2.1
|
1/26/2006
|
|
3.1
|
Amended and Restated Certificate of Incorporation
|
8-K
|
001-35560
|
3.1
|
9/24/2013
|
|
3.2
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation
|
8-K
|
001-35560
|
3.1
|
11/19/2015
|
|
3.3
|
Amended and Restated Bylaws
|
S-8
|
333-171652
|
3.1
|
1/11/2011
|
|
3.4
|
Amendment to the Amended and Restated Bylaws
|
8-K
|
001-35560
|
3.1
|
5/25/2012
|
|
4.1
|
Form of Common Stock Certificate of the Registrant
|
SB-2
|
333-140598
|
4.1
|
2/12/2007
|
|
4.2
|
Warrant dated December 3, 2009 issued to Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC
|
8-K
|
033-17264-NY
|
10.3
|
12/7/2009
|
|
4.3
|
Amended Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock dated May 2, 2010
|
S-1
|
033-142480
|
3.6
|
05/12/2010
|
|
4.4
|
Form of Warrant to Purchase Common Stock, originally issued in February 2011
|
8-K
|
033-17264-NY
|
4.1
|
2/25/2011
|
|
4.5
|
Form of Warrant to Purchase Common Stock, originally issued in January 2012
|
8-K
|
033-17264-NY
|
4.1
|
1/10/2012
|
|
4.6
|
Form of Warrant to Purchase Common Stock, originally issued in October 2012
|
8-K
|
001-35560
|
10.1
|
10/19/2012
|
|
4.7
|
Form of Warrant to Purchase Common Stock, originally issued in February 2015
|
10-Q
|
001-35560
|
4.1
|
5/11/2015
|
|
4.8*
|
Form of Common Stock Warrant Agreement and Base Warrant Certificate
|
|
|
|
|
|
4.9
|
Form of Pre-Funded Warrant Certificate
|
|
|
|
|
X
|
5.1
|
Opinion of Cooley LLP
|
|
|
|
|
X
|
10.1
|
Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
11/14/2011
|
|
10.2
|
Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
S-8
|
333-147278
|
4.5
|
11/9/2007
|
|
10.3
|
Form of Incentive Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
S-8
|
333-147278
|
4.6
|
11/9/2007
|
|
10.4†
|
Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.1
|
11/22/2006
|
|
10.5†
|
First Amendment to Exclusive License Agreement dated as of June 16, 2008, between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.2
|
08/14/2008
|
|
10.6
|
Stock Purchase Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.3
|
11/22/2006
|
|
10.7
|
Registration Rights Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.4
|
11/22/2006
|
|
10.8
|
Securities Purchase Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.5
|
11/22/2006
|
|
10.9
|
Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.2
|
11/22/2006
|
|
10.10
|
Nonqualified Stock Option Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.6
|
11/22/2006
|
|
10.11
|
Registration Rights Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
8-K
|
033-17264-NY
|
10.7
|
11/22/2006
|
|
10.12
|
Agreement dated as of February 14, 2008 between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd.
|
10KSB
|
033-17264-NY
|
10.20
|
03/25/2008
|
|
10.13
|
Registration Rights Agreement dated as of April 14, 2008, between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd.
|
S-1
|
333-150277
|
10.24
|
04/16/2008
|
|
10.14
|
Agreement dated as of August 1, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
001-35560
|
10.1
|
03/30/2009
|
|
10.15
|
Second Amendment dated August 1, 2009 to Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.1
|
11/13/2009
|
|
10.16
|
Preferred Stock Purchase Agreement dated as of December 3, 2009 between ImmunoCellular Therapeutics, Ltd. and Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC
|
8-K
|
033-17264-NY
|
10.1
|
12/03/2009
|
|
10.17
|
Agreement dated March 1, 2010 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.36
|
03/31/2010
|
|
10.18
|
Securities Purchase Agreement dated March 11, 2010 between participants in the March 2010 private placement and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.6
|
05/181/2010
|
|
10.19
|
Form of Registration Rights Agreement dated as of March 29, 2010 between participants in the March 2010 private placement and ImmunoCellular Therapeutics, Ltd.
|
S-1/A
|
333-150277
|
10.27
|
05/12/2010
|
|
10.20
|
Modification Agreement dated May 2, 2010 among Socius CG II, Ltd., Socius Life Sciences Capital Group, LLC and ImmunoCellular Therapeutics, Ltd.
|
S-1/A
|
333-150277
|
10.33
|
05/12/2010
|
|
10.21
|
Third Amendment dated March 26, 2010 to Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
S-1/A
|
333-150277
|
10.35
|
05/12/2010
|
|
10.22
|
Securities Purchase Agreement dated May 12, 2010 between participants in the May 2010 private placement and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.11
|
05/18/2010
|
|
10.23
|
Form of Registration Rights Agreement between participants in the May 2010 private placement and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.12
|
05/18/2010
|
|
10.24
|
Purchase Agreement, dated as of February 22, 2011, by and between the ImmunoCellular Therapeutics, Ltd. and each investor named therein
|
10-Q
|
001-35560
|
10.1
|
5/11/2015
|
|
10.25
|
Registration Rights Agreement, dated as of February 22, 2011, by and among ImmunoCellular Therapeutics, Ltd. and the investors named therein
|
8-K
|
033-17264-NY
|
10.2
|
02/25/2011
|
|
10.26†
|
Exclusive Sublicense Agreement dated May 28, 2010 between Targepeutics, Inc. and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.48
|
03/31/2011
|
|
10.27†
|
Sponsored Research and Vaccine Production Agreement dated January 1, 2011 between The Trustees of the University of Pennsylvania and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.49
|
03/31/2011
|
|
10.28
|
Placement agent agreement dated March 30, 2010 between Gilford Securities Incorporated and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.50
|
03/31/2011
|
|
10.29
|
Placement agent agreement dated April 7, 2010 between Scarsdale Equities LLC and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.51
|
03/31/2011
|
|
10.30
|
Consulting Agreement dated October 1, 2010 between JFS Investments and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.52
|
03/31/2011
|
|
10.31
|
Advisory services agreement dated October 1, 2010 between Garden State Securities Inc. and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.53
|
03/31/2011
|
|
10.32
|
Co-placement Agents Agreement dated January 31, 2011 among Summer Street Research Partners, Dawson James Securities, Inc. and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
033-17264-NY
|
10.54
|
03/31/2011
|
|
10.33
|
Agreement dated as of March 13, 2011 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.4
|
08/18/2011
|
|
10.34†
|
Patent License Agreement, effective February 10, 2012, among The Trustees of the University of Pennsylvania and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.50
|
03/21/2012
|
|
10.35†
|
Exclusive License Agreement, effective February 16, 2012, between the Johns Hopkins University and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
033-17264-NY
|
10.51
|
03/21/2012
|
|
10.36
|
Office Lease dated July 1, 2012 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
08/14/2012
|
|
10.37
|
Form of Warrant issued to participants in the October 18, 2012 underwritten public offering
|
8-K
|
001-35560
|
10.1
|
10/19/2012
|
|
10.38
|
Employment Agreement dated December 3, 2012 between Andrew Gengos and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
001-35560
|
10.54
|
03/11/2013
|
|
10.39
|
Form of Stock Option Grant Notice for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-K
|
001-35560
|
10.55
|
03/11/2013
|
|
10.40
|
Controlled Equity Offering
SM
Sales Agreement dated April 18, 2013 between ImmunoCellular Therapeutics, Ltd. and Cantor Fitzgerald & Co.
|
8-K
|
001-35560
|
10.1
|
04/18/2013
|
|
10.41
|
Form of Indemnity Agreement between ImmunoCellular Therapeutics, Ltd. and each of its directors and executive officers
|
10-Q
|
001-35560
|
10.1
|
05/10/2013
|
|
10.42
|
Office Lease dated May 13, 2013 between Calabasas/Sorrento Square, LLC and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
08/08/2013
|
|
10.43
|
Master Services Agreement dated September 1, 2010 between Averion International Corp. and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.2
|
08/08/2013
|
|
10.44
|
Employment Agreement dated August 19, 2013 between Anthony Gringeri and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
11/07/2013
|
|
10.45†
|
Amendment No. 1 to the Exclusive License Agreement between the Johns Hopkins University and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.2
|
11/07/2013
|
|
10.46
|
Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.3
|
11/07/2013
|
|
10.47
|
Amendment No. 1 to Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.4
|
11/07/2013
|
|
10.48
|
Form of Stock Option Grant Notice for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.5
|
11/07/2013
|
|
10.49
|
Master Services Agreement dated February 19, 2014 between Aptiv Solutions, Inc. and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10
|
03/14/2014
|
|
10.50
|
Employment Agreement dated January 30, 2015 between Steven J. Swanson and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
5/11/2015
|
|
10.51†
|
Agreement for GMP Manufacturing of ICT-107 dated March 13, 2015 between PharmaCell B.V. and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.2
|
5/11/2015
|
|
10.52†
|
Amended & Restated Exclusive License Agreement dated May 13, 2015 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.2
|
8/7/2015
|
|
10.53
|
Form of Restricted Stock Unit Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
8/7/2015
|
|
10.54†
|
Services Agreement dated June 11, 20015 between ImmunoCellular Therapeutics, Ltd. and PCT, LLC, a Caladrius Company
|
10-Q
|
001-35560
|
10.3
|
8/7/2015
|
|
10.55†
|
Second Amendment to Exclusive License Agreement dated August 7, 2015 between ImmunoCellular Therapeutics, Ltd. and Johns Hopkins University
|
10-Q
|
001-35560
|
10.1
|
11/9/2015
|
|
10.56
|
Employment Agreement dated September 15, 2015 between David Fractor and ImmunoCellular Therapeutics. Ltd.
|
10-Q
|
001-35560
|
10.2
|
11/9/2015
|
|
10.57
|
Independent Contractor Services Agreement effective as of October 1, 2015 between John Yu and ImmunoCellular Therapeutics, Ltd.
|
10-K
|
001-35560
|
10.57
|
3/30/2016
|
|
10.58
|
Amended and Restated Independent Contractor Services Agreement dated February 1, 2016 between John Yu and ImmunoCellular Therapeutics, Ltd.
|
10-Q
|
001-35560
|
10.1
|
5/13/2016
|
|
10.59
|
2016 Equity Incentive Plan
|
S-1/A
|
333-211763
|
10.59
|
7/11/2016
|
|
10.60
|
Forms of Stock Option Agreement, Notice of Grant of Stock Option, Restricted Stock Unit Grant Notice and Restricted Stock Award Grant Notice under the 2016 Equity Incentive Plan
|
S-1/A
|
333-211763
|
10.60
|
7/11/2016
|
|
10.61
|
Non-Employee Director Compensation Plan
|
S-1/A
|
333-211763
|
10.61
|
7/11/2016
|
|
23.1
|
Consent of Marcum LLP, independent registered public accounting firm
|
|
|
|
|
X
|
23.2
|
Consent of Cooley LLP (See Exhibit 5.1)
|
|
|
|
|
X
|
24.1**
|
Power of Attorney
|
|
|
|
|
|
*
|
To be filed by amendment.
|
**
|
Previously filed.
|
†
|
Confidential treatment has been granted with respect to certain portions of this exhibit by the Securities and Exchange Commission. The omitted portions of the exhibit have been separately filed with the Securities and Exchange Commission.
|
1 Year EOM Pharmaceutical (PK) Chart |
1 Month EOM Pharmaceutical (PK) Chart |
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