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): November 16, 2015
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 16, 2015, ImmunoCellular Therapeutics, Ltd. (the “Company”) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 149,000,000 shares to 249,000,000 shares. As described in Item 5.07 below, the stockholders of the Company approved the amendment at a Special Meeting of Stockholders held on November 16, 2015 (the “Special 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 November 16, 2015. 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.
The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on October 6, 2015.
Proposal One – 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 149,000,000 shares to 249,000,000 shares. The tabulation of votes on this matter was as follows:
| | | | | | | | |
| Votes For | | | Votes Against | | Abstain | | Broker Non-Votes |
| | 52,562,283 | | | 13,472,407 | | 376,239 | | 0 |
Proposal Two – The Company’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal One. The tabulation of votes on this matter was as follows:
| | | | | | | | |
| Votes For | | | Votes Against | | Abstain | | Broker Non-Votes |
| | 55,020,622 | | | 9,801,267 | | 1,589,040 | | 0 |
Item 9.01. Financial Statements and Exhibits.
| | |
| Exhibit | | Description |
| |
| 3.1 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd., filed on November 16, 2015. |
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: November 19, 2015 | | | | IMMUNOCELLULAR THERAPEUTICS, LTD. |
| | | | |
| | | | By: | | /s/ David Fractor | | |
| | | | | | David Fractor | | |
| | | | | | Principal Accounting Officer | | |
EXHIBIT INDEX
| | |
| Exhibit | | Description |
| |
| 3.1 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd., filed on November 16, 2015. |
