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)
September 27, 2013
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, RI 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 1.01 | Entry Into A Material Definitive Agreement |
On September 27, 2013, MultiCell Technologies, Inc. (the “Company”) entered into a new sponsored research agreement with Anand Ghanekar, M.D., Ph.D, of the University Health Network’s Toronto General Hospital expanding the scope of the current research project with the University Health Network (“UHN”) to evaluate MCT-485 in animal models for the treatment of primary liver cancer (the “Ghanekar Agreement”). As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2011 (the “2011 Form 8-K”), on July 5, 2011, the Company entered into a sponsored research agreement with UHN pursuant to which UHN evaluated the Company’s product candidates, MCT-465 and MCT-485, in in vitro models for the treatment of primary liver cancer (the “UHN Agreement”). The mechanism of action of MCT-465 and MCT-485 and their potential selective effect on liver cancer stem cells were also evaluated. Under the terms of each of the Ghanekar Agreement and the UHN Agreement, the Company retains exclusive access to the research findings and intellectual property resulting from the research activities preformed by each of Dr. Ghanekar and UHN, respectively. The foregoing description of the UHN Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the UHN Agreement, a copy of which is attached to the 2011 Form 8-K as Exhibit 10.1.
| Item 8.01 | Other Events |
On October 2, 2013, the Company issued a press release announcing that the Company had entered into the Ghanekar Agreement.
This summary is qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release and the information therein are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d)
| Exhibit No. | Description |
| 99.1 | Press Release dated October 2, 2013. |
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: October 3, 2013
Exhibit 99.1
MultiCell Technologies Expands Scope of Research Agreement for the Treatment of Liver Cancer
WOONSOCKET, R.I., October 2, 2013 /PRNewswire/ -- MultiCell Technologies, Inc. (OTC Bulletin Board: MCET.OB) is pleased to announce the signing of a new sponsored research agreement with Anand Ghanekar, M.D., Ph.D, of the University Health Network’s Toronto General Hospital expanding the scope of the current research project to evaluate MCT-485 in animal models for the treatment of primary liver cancer. MCT-485 is a noncoding double stranded micro RNA (miRNA) which has demonstrated oncolytic and immune stimulating activity in in vitro models of hepatocellular carcinoma.
Under the terms of the new research agreement, Dr. Ghanekar will also evaluate a targeted nanoparticle version of MCT-485 for the treatment of liver cancer. The targeted nanoparticle version of MCT-485 is being developed in collaboration with Genisphere LLC, a DNA nanotechnology company. MultiCell is investigating the use of Genisphere’s DNA nanoparticle drug delivery technology to enable the targeted delivery of MCT-485 to the tumor and away from normal tissues.
Hepatocellular carcinoma is the most common form of primary liver cancer, and is a leading cause of cancer death worldwide with over 1 million cases reported annually. Hepatocellular carcinoma remains an unmet medical need, and today’s approaches for treatment are of limited efficacy. MCT-485, possessing both oncolytic and immune activating properties, could be superior to doxorubicin, cisplatin and other currently marketed therapies by providing a more robust activation of immunity, and a more global and longer lasting anti-tumor effect.
About MCT-485
MultiCell Technologies’ MCT-485 is a noncoding double stranded micro RNA (miRNA), and the first of a family of prospective cancer therapeutics based on the use of our patented TLR3 signaling technology. MultiCell owns rights to several issued U.S. and foreign patents and patent applications related to MCT-485. The mechanism of action of MCT-485 is pleiotropic:
| · | Induction of tumor cell death upon direct exposure, while normal cells are minimally affected. |
| · | Production of TNF-alpha by cancer cells resulting in amplified tumor cell death and a localized immune reaction that has the potential to generalize and curb progression of metastatic cancer. |
About MultiCell Technologies, Inc.
MultiCell Technologies, Inc. is a clinical-stage biopharmaceutical company developing novel therapeutics and discovery tools that address unmet medical needs for the treatment of neurological disorders, hepatic disease and cancer. For more information about MultiCell Technologies, please visit http://www.multicelltech.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”. 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 products 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 that MultiCell files with the Securities and Exchange Commission, including MultiCell's report on Form 10-K for the fiscal year ended November 30, 2012, and all of MultiCell’s quarterly and other periodic SEC filings. MultiCell claims the protection of the safe harbor for forward-looking statements under the Act and assumes no obligation and expressly disclaims 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.
W. Gerald Newmin, Chairman & CEO
(401) 762-0045
MCETInvestor@MultiCelltech.com