Post-effective Amendment to Registration Statement (pos Am)
August 11 2016 - 6:09AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 11, 2016
Registration No. 333-211763
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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2834
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93-1301885
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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23622 Calabasas Road, Suite 300
Calabasas, California 91302
(818) 264-2300
(Address, including zip code and telephone number, including area code, of registrant’s principal place of business)
Andrew Gengos
ImmunoCellular Therapeutics, Ltd.
23622 Calabasas Road, Suite 300
Calabasas, California 91302
(818) 264-2300
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
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Glen Y. Sato
John T. McKenna
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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Barry I. Grossman
Sarah E. Williams
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11
th
Floor
New York, New York 10105
(212) 370-1300
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Approximate date of commencement of proposed sale to public
: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box:
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering:
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering:
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering:
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-211763), as amended, declared effective on August 8, 2016, by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, in Calabasas, California, on August 10, 2016.
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IMMUNOCELLULAR THERAPEUTICS, LTD.
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By:
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/s/ Andrew Gengos
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Andrew Gengos
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Andrew Gengos
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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August 10, 2016
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Andrew Gengos
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/s/ David Fractor
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Vice President, Finance and Principal Accounting Officer
(Principal Financial and Accounting Officer)
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August 10, 2016
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David Fractor
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*
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Director
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August 10, 2016
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Gregg A. Lapointe
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*
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Director
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August 10, 2016
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Rahul Singhvi, Sc.D.
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*
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Director
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August 10, 2016
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Mark A. Schlossberg
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*
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Director
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August 10, 2016
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Gary S. Titus
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*
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Director
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August 10, 2016
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John S. Yu, M.D.
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*
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By:
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/s/ Andrew Gengos
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Andrew Gengos
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Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
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Description
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Incorporation by Reference
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Filed Herewith
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Form
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SEC File No.
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Exhibit
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Filing Date
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1.1**
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Form of Underwriting Agreement
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2.1
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Agreement and Plan of Reorganization dated as of May 5, 2005, as amended, among Patco Industries Subsidiary, Inc., William C. Patridge, and Spectral Molecular Imaging, Inc., as amended on June 30, 2005, September 26, 2005 and January 20, 2006
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8-K
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033-17624-NY
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2.1
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1/26/2006
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3.1
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Amended and Restated Certificate of Incorporation
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8-K
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001-35560
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3.1
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9/24/2013
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3.2
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Certificate of Amendment to Amended and Restated Certificate of Incorporation
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8-K
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001-35560
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3.1
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11/19/2015
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3.3
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Amended and Restated Bylaws
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S-8
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333-171652
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3.1
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1/11/2011
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3.4
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Amendment to the Amended and Restated Bylaws
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8-K
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001-35560
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3.1
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5/25/2012
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4.1
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Form of Common Stock Certificate of the Registrant
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SB-2
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333-140598
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4.1
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2/12/2007
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4.2
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Warrant dated December 3, 2009 issued to Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC
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8-K
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033-17264-NY
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10.3
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12/7/2009
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4.3
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Amended Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock dated May 2, 2010
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S-1
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033-142480
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3.6
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05/12/2010
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4.4
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Form of Warrant to Purchase Common Stock, originally issued in February 2011
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8-K
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033-17264-NY
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4.1
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2/25/2011
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4.5
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Form of Warrant to Purchase Common Stock, originally issued in January 2012
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8-K
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033-17264-NY
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4.1
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1/10/2012
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4.6
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Form of Warrant to Purchase Common Stock, originally issued in October 2012
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8-K
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001-35560
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10.1
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10/19/2012
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4.7
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Form of Warrant to Purchase Common Stock, originally issued in February 2015
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10-Q
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001-35560
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4.1
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5/11/2015
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4.8**
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Form of Common Stock Warrant Agreement and Base Warrant Certificate
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4.9**
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Form of Pre-Funded Warrant Certificate
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5.1
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Opinion of Cooley LLP
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X
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10.1
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Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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11/14/2011
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10.2
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Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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S-8
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333-147278
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4.5
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11/9/2007
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10.3
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Form of Incentive Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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S-8
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333-147278
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4.6
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11/9/2007
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10.4†
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Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.1
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11/22/2006
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10.5†
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First Amendment to Exclusive License Agreement dated as of June 16, 2008, between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.2
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08/14/2008
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10.6
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Stock Purchase Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.3
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11/22/2006
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10.7
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Registration Rights Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.4
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11/22/2006
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10.8
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Securities Purchase Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.5
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11/22/2006
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10.9
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Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.2
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11/22/2006
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10.10
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Nonqualified Stock Option Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.6
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11/22/2006
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10.11
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Registration Rights Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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8-K
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033-17264-NY
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10.7
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11/22/2006
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10.12
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Agreement dated as of February 14, 2008 between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd.
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10KSB
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033-17264-NY
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10.20
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03/25/2008
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10.13
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Registration Rights Agreement dated as of April 14, 2008, between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd.
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S-1
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333-150277
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10.24
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04/16/2008
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10.14
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Agreement dated as of August 1, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd.
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10-K
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001-35560
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10.1
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03/30/2009
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10.15
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Second Amendment dated August 1, 2009 to Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.1
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11/13/2009
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10.16
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Preferred Stock Purchase Agreement dated as of December 3, 2009 between ImmunoCellular Therapeutics, Ltd. and Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC
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8-K
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033-17264-NY
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10.1
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12/03/2009
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10.17
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Agreement dated March 1, 2010 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.36
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03/31/2010
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10.18
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Securities Purchase Agreement dated March 11, 2010 between participants in the March 2010 private placement and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.6
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05/181/2010
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10.19
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Form of Registration Rights Agreement dated as of March 29, 2010 between participants in the March 2010 private placement and ImmunoCellular Therapeutics, Ltd.
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S-1/A
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333-150277
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10.27
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05/12/2010
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10.20
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Modification Agreement dated May 2, 2010 among Socius CG II, Ltd., Socius Life Sciences Capital Group, LLC and ImmunoCellular Therapeutics, Ltd.
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S-1/A
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333-150277
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10.33
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05/12/2010
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10.21
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Third Amendment dated March 26, 2010 to Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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S-1/A
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333-150277
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10.35
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05/12/2010
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10.22
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Securities Purchase Agreement dated May 12, 2010 between participants in the May 2010 private placement and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.11
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05/18/2010
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10.23
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Form of Registration Rights Agreement between participants in the May 2010 private placement and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.12
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05/18/2010
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10.24
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Purchase Agreement, dated as of February 22, 2011, by and between the ImmunoCellular Therapeutics, Ltd. and each investor named therein
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10-Q
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001-35560
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10.1
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5/11/2015
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10.25
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Registration Rights Agreement, dated as of February 22, 2011, by and among ImmunoCellular Therapeutics, Ltd. and the investors named therein
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8-K
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033-17264-NY
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10.2
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02/25/2011
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10.26†
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Exclusive Sublicense Agreement dated May 28, 2010 between Targepeutics, Inc. and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.48
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03/31/2011
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10.27†
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Sponsored Research and Vaccine Production Agreement dated January 1, 2011 between The Trustees of the University of Pennsylvania and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.49
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03/31/2011
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10.28
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Placement agent agreement dated March 30, 2010 between Gilford Securities Incorporated and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.50
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03/31/2011
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10.29
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Placement agent agreement dated April 7, 2010 between Scarsdale Equities LLC and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.51
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03/31/2011
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10.30
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Consulting Agreement dated October 1, 2010 between JFS Investments and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.52
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03/31/2011
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10.31
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Advisory services agreement dated October 1, 2010 between Garden State Securities Inc. and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.53
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03/31/2011
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10.32
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Co-placement Agents Agreement dated January 31, 2011 among Summer Street Research Partners, Dawson James Securities, Inc. and ImmunoCellular Therapeutics, Ltd.
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10-K
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033-17264-NY
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10.54
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03/31/2011
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10.33
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Agreement dated as of March 13, 2011 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.4
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08/18/2011
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10.34†
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Patent License Agreement, effective February 10, 2012, among The Trustees of the University of Pennsylvania and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.50
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03/21/2012
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10.35†
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Exclusive License Agreement, effective February 16, 2012, between the Johns Hopkins University and ImmunoCellular Therapeutics, Ltd.
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10-Q
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033-17264-NY
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10.51
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03/21/2012
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10.36
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Office Lease dated July 1, 2012 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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08/14/2012
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10.37
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Form of Warrant issued to participants in the October 18, 2012 underwritten public offering
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8-K
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001-35560
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10.1
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10/19/2012
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10.38
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Employment Agreement dated December 3, 2012 between Andrew Gengos and ImmunoCellular Therapeutics, Ltd.
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10-K
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001-35560
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10.54
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03/11/2013
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10.39
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Form of Stock Option Grant Notice for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-K
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001-35560
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10.55
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03/11/2013
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10.40
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Controlled Equity Offering
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Sales Agreement dated April 18, 2013 between ImmunoCellular Therapeutics, Ltd. and Cantor Fitzgerald & Co.
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8-K
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001-35560
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10.1
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04/18/2013
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10.41
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Form of Indemnity Agreement between ImmunoCellular Therapeutics, Ltd. and each of its directors and executive officers
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10-Q
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001-35560
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10.1
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05/10/2013
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10.42
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Office Lease dated May 13, 2013 between Calabasas/Sorrento Square, LLC and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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08/08/2013
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10.43
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Master Services Agreement dated September 1, 2010 between Averion International Corp. and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.2
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08/08/2013
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10.44
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Employment Agreement dated August 19, 2013 between Anthony Gringeri and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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11/07/2013
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10.45†
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Amendment No. 1 to the Exclusive License Agreement between the Johns Hopkins University and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.2
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11/07/2013
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10.46
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Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.3
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11/07/2013
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10.47
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Amendment No. 1 to Amended and Restated 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.4
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11/07/2013
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10.48
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Form of Stock Option Grant Notice for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.5
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11/07/2013
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10.49
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Master Services Agreement dated February 19, 2014 between Aptiv Solutions, Inc. and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10
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03/14/2014
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10.50
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Employment Agreement dated January 30, 2015 between Steven J. Swanson and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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5/11/2015
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10.51†
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Agreement for GMP Manufacturing of ICT-107 dated March 13, 2015 between PharmaCell B.V. and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.2
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5/11/2015
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10.52†
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Amended & Restated Exclusive License Agreement dated May 13, 2015 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.2
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8/7/2015
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10.53
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Form of Restricted Stock Unit Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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8/7/2015
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10.54†
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Services Agreement dated June 11, 20015 between ImmunoCellular Therapeutics, Ltd. and PCT, LLC, a Caladrius Company
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10-Q
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001-35560
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10.3
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8/7/2015
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10.55†
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Second Amendment to Exclusive License Agreement dated August 7, 2015 between ImmunoCellular Therapeutics, Ltd. and Johns Hopkins University
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10-Q
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001-35560
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10.1
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11/9/2015
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10.56
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Employment Agreement dated September 15, 2015 between David Fractor and ImmunoCellular Therapeutics. Ltd.
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10-Q
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001-35560
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10.2
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11/9/2015
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10.57
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Independent Contractor Services Agreement effective as of October 1, 2015 between John Yu and ImmunoCellular Therapeutics, Ltd.
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10-K
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001-35560
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10.57
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3/30/2016
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10.58
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Amended and Restated Independent Contractor Services Agreement dated February 1, 2016 between John Yu and ImmunoCellular Therapeutics, Ltd.
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10-Q
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001-35560
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10.1
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5/13/2016
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10.59
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2016 Equity Incentive Plan
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S-1/A
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333-211763
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10.59
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7/11/2016
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10.60
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Forms of Stock Option Agreement, Notice of Grant of Stock Option, Restricted Stock Unit Grant Notice and Restricted Stock Award Grant Notice under the 2016 Equity Incentive Plan
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S-1/A
|
333-211763
|
10.60
|
7/11/2016
|
|
|
10.61
|
Non-Employee Director Compensation Plan
|
S-1/A
|
333-211763
|
10.61
|
7/11/2016
|
|
|
23.1**
|
Consent of Marcum LLP, independent registered public accounting firm
|
|
|
|
|
|
|
23.2
|
Consent of Cooley LLP (See Exhibit 5.1)
|
|
|
|
|
X
|
|
24.1**
|
Power of Attorney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
Previously filed.
|
|
|
|
|
|
|
†
|
Confidential treatment has been granted with respect to certain portions of this exhibit by the Securities and Exchange Commission. The omitted portions of the exhibit have been separately filed with the Securities and Exchange Commission.
|
EOM Pharmaceutical (PK) (USOTC:IMUC)
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