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): July 21, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On July 21, 2017, ImmunoCellular Therapeutics Ltd. (the “Company”) closed its previously announced underwritten public offering of 5,000 shares of Series B 8.0% Mandatorily Convertible Preferred Stock (the “Preferred Stock”) and related warrants (the “Warrants”) to purchase up to 9,000 shares of Preferred Stock (the “Offering”) for gross proceeds of $5.0 million, prior to deducting underwriting discounts, commissions and offering expenses payable by the Company and excluding the proceeds, if any, from the exercise of the Warrants.
Following the Offering, certain holders of Preferred Stock elected to convert shares of the Preferred Stock into shares of the Company’s Common Stock. As of the close of business on July 21, 2017, the Company had outstanding 10,344,090 shares of Common Stock and 2,310 shares of Preferred Stock. The Company has received notices to convert additional shares of Preferred Stock, which are pending with the Company’s transfer agent.
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: July 24, 2017 | IMMUNOCELLULAR THERAPEUTICS, LTD. | |||||
| By: | /s/ David Fractor | |||||
| David Fractor Chief Financial Officer | ||||||