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: July 22, 2009
ImmunoCellular Therapeutics, Ltd.
(Exact name of registrant as specified in its charter)
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| Delaware | | 33-17264-NY | | 93-1301885 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
|
| 21900 Burbank, 3rd Floor Woodland Hills, California 91367 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (818) 992-2907
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 July 22, 2009, ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), entered into a Second Amendment to Exclusive License Agreement (the “Amendment”) with Cedars-Sinai Medical Center (“CSMC”) to become effective August 1, 2009. The Amendment amended the Exclusive License Agreement dated November 17, 2006 between the Company and CSMC (the “License Agreement”) to revise the milestones set forth in the License Agreement that the Company must achieve in order to maintain its license rights under that agreement. The revised milestones include the replacement of a milestone that required commencement of a Phase II clinical trial for the Company’s first product candidate by no later than December 31, 2008 with milestones that require commencement of a Phase I clinical trial for the Company’s second product candidate by no later than June 30, 2010 and commencement of a Phase II clinical trial for one of the Company’s product candidates by no later than March 31, 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.
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July 27, 2009 | | | | By: | | /s/ Manish Singh |
| | | | Name: | | Manish Singh, Ph.D. |
| | | | Title: | | President and Chief Executive Officer |
