NOTE 9. LOSS PER SHARE

Basic loss per share is computed on the basis of the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted loss per share is computed on the basis of the weighted-average number of shares of the Company’s common stock and all dilutive potentially issuable shares of the Company’s common stock outstanding during the year. Shares of the Company’s common stock issuable upon conversion of debt and preferred stock, or exercise of stock options and stock warrants have not been included in the loss per share for the six months ended May 31, 2013 or 2012, as they are anti-dilutive.

The potential shares of the Company’s common stock issuable upon exercise of options or warrants, or upon conversion of other convertible securities issued by the Company, as of May 31, 2013 and 2012, are as follows:

	2013		2012

Warrants		8,339,030		10,241,030
Stock options		21,093,947		18,168,947
Series B Convertible Preferred Stock		22,834,437		40,352,313
Series I Convertible Preferred Stock		-		2,293,600
LJCI Debenture		5,752,362,767		2,980,207,591

		5,804,630,181		3,051,263,481

MultiCell does not currently have sufficient authorized shares of its common stock to meet the commitments entered into under the Debenture and the related LJCI Warrants. As further discussed in Note 3, upon the conversion of any portion of the remaining $50,246 principal amount of the Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the remaining 5,024,629 warrant shares equal to the percentage of the dollar amount of the Debenture being converted. The agreement limits LJCI’s investment to an aggregate common stock ownership that does not exceed 9.99% of the outstanding shares of common stock of the Company. Furthermore, MultiCell has the right to redeem that portion of the Debenture that the holder may elect to convert and also has the right to redeem the outstanding principal amount of the Debenture not yet converted by the holder into common stock, plus accrued and unpaid interest thereon.