Securities Registration (section 12(b)) (8-a12b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)



Delaware (State of incorporation or organization)		93-1301885 (I.R.S. Employer Identification No.)
23622 Calabasas Road, Suite 300 Calabasas, California (Address of principal executive offices)		91302 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:




Title of each class to be so registered		Name of each exchange on which each class is to be registered
Warrants to purchase Common Stock, $0.0001 par value per share		The NYSE MKT

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ý

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-211763

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

A description of the warrants to purchase common stock, par value $0.0001 per share, of ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section entitled “Description of Securities we are Offering” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-211763), initially filed with the Securities and Exchange Commission on June 1, 2016, as amended from time to time (the “Registration Statement”), and is incorporated herein by reference. In addition, a description of the warrants will be included in a prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to the Registration Statement, and such prospectus will be deemed incorporated herein by reference.

Item 2. Exhibits.

The following exhibits are incorporated by reference from the Registrant’s filings with the Securities and Exchange Commission:




Exhibit Number	Description	Registrant’s Form	Date Filed with The SEC	Exhibit Number

3.1	Amended and Restated Certificate of Incorporation.	8-K	9/24/2013	3.1

3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation.	8-K	11/19/2015	3.1

3.3	Amended and Restated Bylaws.	S-8	1/11/2011	3.1

4.1	Form of Common Stock Certificate of the Registrant.	SB-2	2/12/2007	4.1

4.2	Form of Common Stock Warrant Agreement and Warrant Certificate	S-1/A	8/4/2016	4.8

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.