Note 9 – Common Stock

On November 15, 2013, the Company held its Annual Meeting of Stockholders. At the meeting, the stockholders approved an amendment to increase the number of shares of common stock authorized under the Company’s Amended and Restated Certificate of Incorporation to five billion shares. The Amended and Restated Certificate of Incorporation was filed with the State of Delaware on November 21, 2013.

The potential issuable common shares as of November 30, 2014 and 2013 are as follows:

	2014		2013

Warrants		6,823,030		7,829,030
Stock options		69,630,266		50,399,503
Series B convertible preferred stock		51,462,687		30,245,614
Convertible debenture		12,517,894,559		10,341,510,163

		12,645,810,542		10,429,984,310

MultiCell does not currently have sufficient authorized shares of common stock to meet the commitments entered into under the Debenture and the related LJCI Warrants. As further discussed in Note 5, upon the conversion of any portion of the remaining $36,426 principal amount of the Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the remaining 3,642,629 warrant shares equal to the percentage of the dollar amount of the Debenture being converted. The LJCI Agreement limits LJCI’s investment to an aggregate common stock ownership that does not exceed 9.99% of the outstanding common shares of MultiCell. 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.