8-K

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)

March 6, 2007

MULTICELL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-10221	52-1412493
(State or other jurisdiction ofincorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 George Washington Highway

Lincoln, Rhode Island 02865

(Address of principal executive offices, including zip code)

(401) 333-0610

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Multicell Technologies, Inc. (the “Company”) announced today it has completed a financing agreement with La Jolla Cove Investors (“LJCI”). Pursuant to a Debenture Purchase Agreement dated February 28, 2007 between the Company and LJCI (the “Debenture Purchase Agreement”), the Company sold a convertible debenture to LJCI with a principal amount of $1,000,000, with an annual interest rate of 7.75%, expiring twelve months after issuance and convertible into shares of the Company’s common stock (the “Initial Note”). In addition, pursuant to a Registration Rights Agreement dated February 28, 2007 between the Company and LJCI (the “Rights Agreement”), the Company agreed to register with the U.S. Securities and Exchange Commission (the “SEC”) 12 million shares of the Company’s common stock underlying the Initial Note for re-sale by LJCI. $250,000 of the purchase price of the Initial Note was funded upon closing of the financing with the balance of the purchase price to be payable in installments. The $250,000 funded upon closing is secured by pledges of Company common stock held by certain insiders of the Company pursuant to a Stock Pledge Agreement dated February 28, 2007 (the “Pledge Agreement”). Pursuant to a letter dated February 28, 2007 (the “Note Letter”) from LJCI to and acknowledged by the Company, the Company agreed to sell to LJCI an additional $1,000,000 with the same terms as the Initial Note no later than thirty days after the principal amount outstanding under the Initial Note is less than $250,000.

In addition, pursuant to a Securities Purchase Agreement dated February 28, 2007 between the Company and LJCI (the “Securities Purchase Agreement”), the Company agreed to sell to LJCI a convertible debenture with a principal amount of $100,000, an annual interest rate of 4.75%, expiration date of February 28, 2012 and convertible into shares of the Company’s common stock (the “Second Note”). The shares underlying the Second Note are not required by LJCI to be registered with the SEC. All $100,000 principal amount of the Second Note was funded to the Company upon closing.

In addition, the Company issued LJCI a warrant (the “Warrant”) to purchase up to 10 million shares of the Company’s common stock at a strike price of $1.09 per share, exercisable over the next 5 years pursuant to a schedule outlined in a letter dated February 28, 2007 from LJCI to and acknowledged by the Company (the “Warrant Letter”).

We plan to use the proceeds from this financing for general corporate purposes and for working capital.

The description of the Debenture Purchase Agreement, the Rights Agreement, the Securities Purchase Agreement, the Pledge Agreement, the Initial Note, the Second Note, the Warrant, the Note Letter and the Warrant Letter in this current report is qualified in its entirety by reference to such agreements, attached hereto as exhibits.

Item 2.03. Creation of a Direct Financial Obligation.

See Item 1.01 above.

Item 3.02. Unregistered Sales of Equity Securities

See Item 1.01 above.

Item 8.01. Other Events

On March 6, 2007, we issued a press release announcing the closing on the financing transaction described above with LJCI as set forth in Exhibit 99.1.

Item 9.01. Exhibits

Exhibit No.	Description
10.1	Debenture Purchase Agreement between Multicell Technologies, Inc. and La Jolla Cove Investors, Inc. dated February 28, 2007
10.2	Registration Rights Agreement between Multicell Technologies, Inc. and La Jolla Cove Investors, Inc. dated February 28, 2007
10.3	Stock Pledge Agreement dated February 28, 2007
10.4	7 ¾ % Convertible Debenture for $1,000,000
10.5	Escrow Letter dated February 28, 2007 from La Jolla Cove Investors, Inc.
10.6	Letter dated February 28, 2007 from La Jolla Cove Investors, Inc.
10.7	Securities Purchase Agreement between Multicell Technologies, Inc. and La Jolla Cove Investors, Inc. dated February 28, 2007
10.8	4 ¾ % Convertible Debenture for $100,000
10.9	Warrant to Purchase Common Stock dated February 28, 2007
10.10	Letter dated February 28, 2007 from La Jolla Cove Investors, Inc.
99.1	Press Release dated March 6, 2007

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.

MULTICELL TECHNOLOGIES, INC.
By:	/s/ Stephen Chang
	Stephen Chang
	President and Chief Executive Officer

Date: February 28, 2007

EX-99.1

MultiCell Technologies Completes Private Financing Agreement with La Jolla Cove Investors for up to $13 Million to Support Development of Advanced Therapeutics

Placement Follows Recent Developmental Milestone to Advance the Company’s Prospective Treatment for Third Most Deadly Cancer

SAN DIEGO--(BUSINESS WIRE)--MultiCell Technologies, Inc. (OTCBB:MCET - News), developing first-in-class drugs based on advanced immune system modulation technologies, has completed a financing agreement with La Jolla Cove Investors (LJCI) for up to $13 million for the development of the Company’s lead therapeutics programs targeting multibillion dollar markets.

“We welcome La Jolla Cove Investors to our strategic institutional investor base,” said Dr. Stephen Chang, President and Chief Executive Officer of MultiCell Technologies. “The financing with LJCI will provide us with additional capital over the next several years to help us finance our leading drug development efforts, including MCT-125, our Phase IIb drug for the treatment of chronic fatigue in patients with multiple sclerosis, and MCT-475/MCT-465, our prospective therapies in preclinical development indicated for the treatment of colorectal cancer.”

“We are pleased to have the opportunity to assist MultiCell with its financing needs, and we look forward to a long-term relationship with the Company”, stated Travis Huff, Portfolio Manager at La Jolla Cove Investors.

Under the terms of the proposed financing with LJCI, MultiCell will sell three convertible debentures to LJCI. Two of the convertible debentures carry an annual interest rate of 7.75%, are each in the principal amount of $1,000,000, and expire twelve months after issuance. The shares underlying the 7.75% convertible debentures must be registered with the Securities and Exchange Commission. The third convertible debenture carries an annual interest rate of 4.75%, is in the principal amount of $100,000, and expires February, 2012. The shares which underlie the 4.75% convertible debenture are not required by LJCI to be registered with the Securities and Exchange Commission, and thus, will be subject to Rule 144 in the event of conversion of the debenture by LJCI. MultiCell received $350,000 upon signing of definitive transaction documents with LJCI. The balance of the proceeds, or $1.75 million, will be received by Multicell upon effectiveness of the registration statement and purchase of the second $1 million convertible debenture by LJCI.

In addition to the aforementioned convertible debentures, Multicell granted LJCI a warrant to purchase up to 10 million shares of Rule 144 Common Stock at a strike price of $1.09 per share; said warrant being exercisable over the next 5 years pursuant to a schedule agreed to between the Company and LJCI.

A more detailed description of the transaction with LJCI is set forth in the Company’s current report on Form 8-K filed with the SEC.

MultiCell is an innovator in the science of modulating the human immune system with unique platform technologies focusing on the development of breakthrough drugs to treat serious diseases including multiple sclerosis, type-1 diabetes, influenza, and cancer.

About MultiCell Technologies, Inc.

MultiCell Technologies, Inc. is an integrated biopharmaceutical company committed to the development of therapeutics and patented drug development technology. MultiCell's drug development program is focused on modulation of the immune system.

MultiCell's therapeutic pipeline includes drug candidates some of which are in various advanced stages of human clinical trials. These therapies include:

· MCT-125 for the treatment of chronic fatigue in MS patients.

· MCT-175 for the treatment of relapsing-remitting MS.

· MCT-275 for the treatment of type-1 diabetes.

· MCT-465 an adjuvant therapy for the treatment of virus infection and cancer.

· MCT-475 for the treatment of colorectal cancer.

The Company also holds unique cell-based technology for use in drug discovery screening applications, and is a leading producer of the cell lines needed by the biotechnology industry to develop new drugs. For more information about MultiCell Technologies, please visit http://www.multicelltech.com.

About La Jolla Cove Investors

La Jolla Cove Investors is a private investment company that provides financing to small-cap, publicly traded companies. Our mission is to add value by providing not only financial resources and industry knowledge, but hands-on M&A strategy and implementation. Acting as a principal, we maintain successful long term relationships with our portfolio companies. Our expertise lies only partly in creating flexible financial structures. More importantly, our ingenuity and financial resources enable a company to grow—both internally and externally via acquisitions. For more information about La Jolla Cove Investors, please visit http://www.ljcinvestors.com.

Caution Regarding Forward-Looking Statements

Any statements in this press release about MultiCell's expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). These statements are often, but not always, made through the use of words or phrases such as "believe," "will," "expect," "anticipate," "estimate," "intend," "plan," "forecast," "could," and "would." Examples of such forward looking statements include statements regarding the timing, design, scope, and anticipated results of our clinical development programs. MultiCell bases these forward-looking statements on current expectations about future events. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections in the forward-looking statement include, but are not limited to, the risk that we might not achieve our anticipated clinical development milestones, receive regulatory approval, or successfully commercialize our new drug candidates as expected, the market for our products will not grow as expected, and the risk that our products will not achieve expectations. For additional information about risks and uncertainties MultiCell faces, see documents MultiCell files with the SEC, including MultiCell's report on Form 10-KSB for the fiscal year ended November 30, 2005, and all our quarterly and other periodic SEC filings. MultiCell claims the protection of the safe harbor for forward-looking statements under the Act and each assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.

Contact:

MultiCell Technologies, Inc.

Dr. Stephen Chang, CEO

(401) 333-0610

MCETInvestor@MultiCelltech.com