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)

August 10, 2012

MULTICELL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

68 Cumberland Street, Suite 301

Woonsocket, Island 02895

(Address of principal executive offices, including zip code)

(401) 762-0045

(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):

¨ 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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on August 10, 2012, to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on July 11, 2012. The final voting results from the meeting are set forth below.

Proposal 1: Election of Directors

Based on the following votes, the individuals named below were each elected to serve as directors until the Company’s next annual meeting of stockholders.

Name	Votes For	Votes Withheld	Broker Non-Votes
W. Gerald Newmin	81,748,727	6,690,634	590,733,215
Thomas A. Page	79,294,252	9,145,109	590,733,215
Edward Sigmond	79,289,252	9,150,109	590,733,215
Stephen Chang, Ph. D.	78,940,750	9,498,611	590,733,215
Anthony E. Altig	79,293,252	9,146,109	590,733,215

Proposal 2: Ratification of Selection of Independent Auditors

The proposal ratifies the selection of Hanson Barnett & Maxwell P.C. as the Company’s Independent Registered Public Accounting Firm. The results of the voting included 646,605,519 votes for, 26,722,975 votes against, 5,844,082 votes abstained and no non-votes. The selection was ratified.

Proposal 3: Approval of the Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation

This proposal amends and restates the Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock to a total of 3.0 billion shares and ratify certain prior increases in the number of authorized shares. The results of the voting included 524,292,060 votes for, 150,292,965 votes against, 4,587,551 votes abstained and no non-votes. The amendment was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.01	Certificate of Amendment of the Amended and Restated Certificate of Incorporation

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/ W. Gerald Newmin
	W. Gerald Newmin Chief Executive Officer, Chief Financial Officer

Date: August 13, 2012

EX-3.01

EXHIBIT 3.01

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MULTICELL TECHNOLOGIES, INC.

MultiCell Technologies, inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),

Does Hereby Certify:

First: The name of the Corporation is MultiCell Technologies, Inc.

Second: The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was April 28, 1970. The corporation was initially incorporated under the name Exten Ventures, Inc.

Third: This Certificate of Amendment amends certain provisions of the Certificate and has been duly adopted by the Board of Directors of the Corporation acting in accordance with the provisions of 242 of the DGCL, and further adopted in accordance with the provisions of Sections 211 and 242 of the DGCL by the stockholders of the Corporation and shall become effective on _______, ________, 2012 at 5:00 p.m. EDT.

Fourth: Article Fourth of the Certificate shall be amended to read in its entirety as follows:

“The total number of shares of stock which this Corporation shall have authority to issue is 3,001,000,000 shares, of which 3,000,000,000 shares are Common Stock of $0.01 par value per share, and 1,000,000 shares are Preferred Stock of $0.01 par value per share. The aggregate par value of all such shares having value is $30,010,000.00.

The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.”

In Witness Whereof, MultiCell Technologies, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of August _____, 2012.

MultiCell Technologies, Inc.
By:
	W. Gerald Newmin
	Chief Executive Officer