ImmunoCellular Therapeutics, Ltd.
23622 Calabasas Road, Suite 300
Calabasas, California 91302
February 9, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Jeffrey P. Riedler |
| Matthew Jones |
| RE: | ImmunoCellular Therapeutics, Ltd. |
| Registration Statement on Form S-1 |
| File Number: 333-200874 |
| Acceleration Request |
| Requested Date: | Wednesday, February 11, 2015 |
| Requested Time: | 4:30 p.m., Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Filing”) to become effective at 4:30 p.m. Eastern Time on Wednesday, February 11, 2015, or as soon as practicable thereafter. The Registrant hereby authorizes each of Glen Sato, Carlton Fleming, Ian Shannon and Ryan James of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Glen Sato of Cooley LLP, counsel to the Registrant, at (650) 843-5502.
In connection with this request, the Registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and |
| • | the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
| Very truly yours, | ||
| ImmunoCellular Therapeutics, Ltd. | ||
/s/ Andrew Gengos | ||
| By: | Andrew Gengos | |
| President and Chief Executive Officer | ||
| cc: | Glen Sato | |
| Cooley LLP | ||
