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): August 14, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2012, Manish Singh tendered his resignation together with a claim that he was entitled to severance benefits under the terms of his existing employment agreement. The Company accepted his resignation, confirmed his termination of employment with the Company, including termination as the Company’s President and Chief Executive Officer, and disputed any claims for severance benefits for Dr. Singh. The Company appointed John Yu, the Chairman of the Board of Directors, as Interim Chief Executive Officer while it conducts a search for a full-time Chief Executive Officer.
On August 20, 2012, the Company issued a press release announcing Dr. Singh’s resignation from the Board and separation and Dr. Yu’s appointment. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | |
Exhibit No. | | | Description |
| |
| | 99.1 | | | Press Release |
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: August 20, 2012 | | | | IMMUNOCELLULAR THERAPEUTICS, LTD. |
| | | |
| | | | By: | | /s/ John Yu |
| | | | | | John Yu, M.D. |
| | | | | | Interim Chief Executive Officer |
