LOS ANGELES, Oct. 15, 2018 /PRNewswire/ -- ImmunoCellular
Therapeutics, Ltd. ("ImmunoCellular") (NYSE American: IMUC) today
notified the NYSE American of its intention to voluntarily withdraw
its Common Stock (NYSE American: IMUC) and Listed Common Stock
Warrants (NYSE American: IMUC.WS) from listing on the NYSE
American. ImmunoCellular intends to file a Form 25, Notification of
Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with the Securities and Exchange Commission (the "SEC") on or about
October 25, 2018. The purpose of the
Form 25 filing is to effect the voluntary delisting from NYSE
American of the Company's outstanding Common Stock and Listed
Common Stock Warrants and the deregistration of the Common Stock
and Listed Common Stock Warrants under Section 12(b) of the
Exchange Act. The Company expects that the Form 25 filing will
become effective on or about November 5,
2018. After the effectiveness of the Form 25 filing, the
Company also intends to file a Form 15 with the SEC, requesting the
suspension of the Company's reporting obligations under Sections
13(a) and 15(d) of the Exchange Act and the deregistration of its
Common Stock and Listed Common Stock Warrants under Section 12(g)
of the Exchange Act.
For more than a year, the Company has made assiduous efforts to
reduce expenses, streamline operations and conserve resources,
while continuing its research programs with collaborators and
pursuing a strategic transaction that could be completed within an
acceptable timeframe and at terms that could enable ongoing
operations. In addition, as previously announced, on June 23, 2017, the Company received notification
from the NYSE American that the Company was not in compliance with
Section 1003(a)(iii) of the NYSE American Company Guide (requiring
stockholders' equity of at least $6
million if that issuer has sustained losses from continuing
operations and/or net losses in its five most recent fiscal years).
The Company previously submitted a plan of compliance on
July 24, 2017, and the NYSE American
accepted the plan of compliance on September
8, 2017. The Company has until December 23, 2018 to regain compliance with the
standards. However, the board of directors has concluded that the
Company faces significant obstacles to its continued operations
which cannot be overcome, and has no other alternative than
pursuing the delisting and deregistration course and curtailing
operations. These obstacles include: the Company's continued
weakening financial condition and lack of financing options; the
significant challenges in regaining NYSE American listing
compliance by the required December 23,
2018 deadline; legal expenses incurred due to litigation; as
well as the ongoing listing, legal, administrative and additional
accounting costs associated with being a publicly listed company.
In connection with the Company's intent to delist and deregister
its shares and manage expenses, on October
10, 2018, Dr. Anthony
Gringeri notified the Company of his resignation from the
Company's board of directors, effective October 15, 2018. On that same date, Dr.
Gringeri also provided notice of his resignation as the Company's
President and Chief Executive Officer, David Fractor provided notice of his resignation
as the Company's Chief Financial Officer and Dr. Steven Swanson provided notice of his
resignation as the Company's Senior Vice President, Research, in
each case effective October 15,
2018. Thereafter, Dr. Gringeri, Mr. Fractor and Dr. Swanson
are expected to serve as consultants to the Company.
As a delisted and deregistered company, ImmunoCellular may
continue efforts to pursue opportunities for partnerships,
licensing or sale of its anticancer assets and research programs,
and monetization of the its dendritic cell-based and Stem-to-T-cell
intellectual property, but there can be no assurances that any
actions will be taken as a result of these efforts.
The Company anticipates that its Common Stock will be quoted on
the OTC market at the time trading in its Common Stock on the NYSE
American is suspended following the effectiveness of the Form 25.
However, the Company can give no assurance that trading in its
stock will continue on the OTC markets or on any other securities
exchange or quotation medium. The delisting of the Common Stock
from NYSE American could impair the liquidity and market price of
the Common Stock. Additionally, the delisting of the Common Stock
from a national exchange could materially adversely affect the
Company's access to capital markets, and any limitation on market
liquidity or reduction in the price of the Common Stock as a result
of that delisting could adversely affect the Company's ability to
raise capital on terms acceptable to the Company, or at all. If the
Company files Forms 15 and 25 and is successful in deregistering
its Common Stock prior to the due date for its next periodic
report, then the Company will no longer be required to file annual,
periodic and current reports with the SEC.
Forward-Looking Statements for ImmunoCellular
Therapeutics
This press release contains certain forward-looking statements,
including statements regarding ImmunoCellular's intentions and
current expectations concerning, among other things, statements
regarding the Company's ability to delist its Common Stock and
Listed Common Stock Warrants from the NYSE American and deregister
its Common Stock and Listed Common Stock Warrants under the
Exchange Act, the continuation of Dr. Gringeri, Mr. Fractor and Dr.
Swanson as consultants to the Company and the Company's ability to
enter into and complete any strategic sale of its assets.
Forward-looking statements are not guarantees of future performance
and are subject to a number of risks and uncertainties, including
the availability of resources to continue to develop
ImmunoCellular's product candidates and the uncertain timing of
completion and success of clinical trials. Additional risks and
uncertainties are described under the heading "Risk Factors" in
ImmunoCellular's quarterly report on Form 10-Q for the period ended
June 30, 2018 and subsequent filings
with the Securities and Exchange Commission. Except as required by
law, ImmunoCellular undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact:
ImmunoCellular Therapeutics, Ltd.
Jane Green
(267) 457-3734 direct
(415) 652-4819 mobile
jane@jmgcomm.com
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SOURCE ImmunoCellular Therapeutics, Ltd.
