As filed with the Securities and Exchange Commission on ~~December~~June 2824, ~~2016~~2022

Registration No. 333 - _______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~IMMUNOCELLULAR THERAPEUTICS, LTD.*

THE SECURITIES ACT OF 1933

IMMUNOCELLULAR THERAPEUTICS, LTD.

(Exact name of registrant as specified in its charter)

Delaware	2834	93-1301885
(State or other jurisdiction ofincorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

~~23622~~136 Summit ~~Calabasas Road, Suite 300~~Avenue

~~Calabasas~~Montvale, NJ ~~California 91302~~07645

Telephone: (~~818~~201) ~~264~~351-~~2300~~0605

(Address, including zip code, and telephone number, including area code, of registrant’s principal ~~place~~executive ~~of business~~offices)

~~Anthony Gringeri, Ph.D.~~Eli Goldberger

~~ImmunoCellular~~Chairman and ~~Therapeutics,~~Chief ~~Ltd.~~Operating Officer

~~23622~~136 Summit ~~Calabasas Road, Suite 300~~Avenue

~~Calabasas~~Montvale, NJ ~~California 91302~~07645

Telephone: (~~818~~201) ~~264~~351-~~2300~~0605

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~Copies~~With copies to:

~~Glen~~Louis YA. ~~SatoJohn~~Brilleman, TEsq. ~~McKennaCarlton~~1140 ~~FlemingCooley~~Avenue ~~LLP3175~~of ~~Hanover~~the ~~StreetPalo~~Americas, ~~Alto~~9th Floor New York, ~~California~~NY ~~94304~~10036 (~~650~~212) ~~843~~584-~~5000~~7805 ~~Barry~~Jeffrey I.Fessler, ~~GrossmanSarah E~~Esq. ~~WilliamsEllenoff~~Sheppard, ~~Grossman~~Mullin, Richter & ~~Schole~~Hampton ~~LLP1345~~LLP ~~Avenue~~30 ofRockefeller ~~the~~Plaza ~~Americas,~~New ~~11th FloorNew~~ York, ~~New~~NY ~~York~~10112 ~~10105~~(212) ~~370~~653-~~1300~~8700

Approximate date of commencement of proposed sale to the public: ~~As soon as practicable after the effective date of this registration statement.~~

IfAs soon ~~any~~as ofpracticable ~~the~~after ~~securities being registered on~~ this ~~Form~~Registration ~~are~~Statement tois bedeclared ~~offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: þ~~effective.

If any ~~this~~of ~~Form~~the issecurities ~~filed~~being toregistered ~~register~~on ~~additional~~this ~~securities~~Form ~~for~~are ~~an offering pursuant~~ to ~~Rule~~be ~~462(b)~~offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~please~~continuous ~~check~~basis ~~the~~pursuant ~~following~~to ~~box~~Rule ~~and~~415 ~~list~~under the Securities Act ~~registration statement number~~ of ~~the~~1933, ~~earlier~~check ~~effective Registration Statement for~~ the ~~same~~following ~~offering~~box: ¨ ☐

If this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act ~~Registration~~registration ~~Statement~~statement number of the earlier effective ~~Registration~~registration ~~Statement~~statement for the same offering~~: ¨~~. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act, check the following box and list the Securities Act ~~Registration~~registration ~~Statement~~statement number of the earlier effective ~~Registration~~registration ~~Statement~~statement for the same offering~~: ¨~~. ☐

~~Indicate~~If this byForm ~~check mark whether the registrant~~ is a ~~large~~post-effective ~~accelerated~~amendment ~~filer,~~filed anpursuant ~~accelerated~~to ~~filer,~~Rule a462(d) ~~non-accelerated~~under ~~filer,~~the orSecurities aAct, ~~smaller~~check ~~reporting company. See~~ the ~~definitions~~following ofbox ~~“large~~and ~~accelerated~~list ~~filer,”~~the Securities ~~“accelerated~~Act ~~filer”~~registration ~~and~~statement ~~“smaller~~number ~~reporting~~of ~~company”~~the inearlier ~~Rule~~effective ~~12b-2~~registration ofstatement for the ~~Exchange~~same ~~Act:~~offering. ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer, ¨smaller ~~(Do~~reporting ~~not~~company, or ~~check~~an ifemerging agrowth ~~smaller~~company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company),” ~~Smaller~~and ~~reporting~~“emerging growth company” þin Rule 12b-2 of the Exchange Act.

1Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

~~__________________________________________________________________________________________~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~CALCULATION~~The Registrant OFhereby ~~REGISTRATION~~amends ~~FEE~~this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to section 8(a), may determine.

Title of each class ofsecurities to be registered		Proposedmaximumaggregateoffering price(1)		Amount ofregistration fee
Units, each consisting of share of common stock, par value $0.0001 per share ("Common Stock") and warrant ("Warrant") to purchase one share of Common Stock ("Units")		$20,000,000
Non-transferable Rights to purchase Units(2)		—		—
Common Stock, par value $0.0001 per share included as part of the Units(3)		Included with Units above		—
Base warrants to purchase shares of Common Stock included as part of the Units(3)		Included with Units above		—
Common Stock issuable upon exercise of the base warrants included in the Units(4)
Pre-funded warrants in lieu of Common Stock included in Units(3)		Included with Units above		—
Common Stock issuable upon exercise of Pre-funded warrants(3)(4)		Included with Units above		—
Total:			$20,000,000		$2,318
(1)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (Securities Act).
(2)	Non-transferable Rights to subscribe for Units are being issued without consideration.
(3)	Pursuant to Rule 457(i) of and existing interpretations under the Securities Act, no separate registration fee is required for the Common Stock and base warrants because the Common Stock and base warrants are being registered at the same time as the Units.
(4)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.

* ImmunoCellular Therapeutics, Ltd. is the registrant filing this registration statement with the Securities and Exchange Commission. Prior to the closing of this offering, the registrant will undergo a name change to EOM Pharmaceutical Holdings, Inc.

The information ~~registrant~~in ~~hereby amends~~ this ~~registration~~prospectus ~~statement~~is onnot ~~such~~complete ~~date~~and ~~or dates as~~ may be ~~necessary~~changed. toThese ~~delay~~securities ~~its~~may ~~effective~~not ~~date~~be sold until the ~~registrant files a further amendment which specifically states that this~~ registration statement filed ~~shall~~with ~~thereafter~~the ~~become~~Securities ~~effective~~and inExchange ~~accordance~~Commission ~~with~~is ~~Section~~effective. ~~8(a)~~This ofprospectus ~~the~~is ~~Securities~~not ~~Act~~an ofoffer ~~1933,~~to assell ~~amended,~~and oris ~~until~~not ~~the~~soliciting ~~registration~~an ~~statement~~offer to ~~shall~~buy ~~become~~these ~~effective~~securities onin ~~such~~any ~~date~~jurisdiction aswhere the ~~Securities~~offer ~~and~~or ~~Exchange~~sale ~~Commission,~~is ~~acting~~not ~~pursuant to Section 8(a), may determine~~permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED JUNE 24, 2022

EOM PHARMACEUTICAL HOLDINGS, INC.

____________ Shares of Common Stock

This is a firm commitment underwritten public offering of common stock, par value $0.0001 per share (“Common Stock”) of EOM Pharmaceuticals Holdings, Inc., a Delaware corporation. We expect the public offering price of our Common Stock to be between $____ and $____ per share.

Our Common Stock is currently traded on the Pink Sheets of the OTC Markets under the symbol “IMUC.” As of June 23, 2022, the reported closing price of our Common Stock as quoted on the Pink Sheets was $0.30 per share.

We have applied to list our Common Stock on The Nasdaq Capital Market under the symbol “EOM.”

The offering price of the Common Stock will be determined between us and EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in connection with this offering, taking into consideration our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and will not be based upon the price of our common stock on the Pink Sheets of the OTC. Therefore, the assumed public offering price of the Common Stock used throughout this prospectus may not be indicative of the actual public offering price for our Common Stock.

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read the discussion of the material risks of investing in our securities under the heading “Risk Factors” beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions ⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

(1)	We refer you to “Underwriting” beginning on page 97 of this prospectus for additional information regarding underwriting compensation.

We have granted the underwriters a 45-day option to purchase up to ____ additional shares, solely to cover over-allotments, if any (the “Over-Allotment Option”). If the underwriters exercise the Over-Allotment Option in full, the total underwriting discounts payable by us will be $_____ and the total proceeds to us, before expenses, will be $ ______.

The underwriters expect to deliver the securities against payment to the investors in this offering on or about _____, 2022.

Sole Book-Running Manager

EF HUTTON

division of Benchmark Investments, LLC

The date of this prospectus is ____________, 2022

TABLE OF CONTENTS

	Page

Prospectus Summary	3
Risk Factors	11
Cautionary Note Regarding Forward-Looking Statements and Industry Data	46
Use of Proceeds	47
Dividend Policy	48
Capitalization	49
Dilution	50
Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Business	61
Management	85
Executive Compensation	90
Certain Relationships and Related Party Transactions	92
Security Ownership of Certain Beneficial Owners and Management	93
Description of Securities	94
Underwriting	97
Experts	105
Legal Matters	105
Where You Can Find More Information	105
Glossary of Terms	106
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.PROSPECTUS SUMMARY

~~Preliminary~~This summary ~~Prospectus~~highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Common Stock, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus.

~~SUBJECT~~Unless the TOcontext ~~COMPLETION~~otherwise requires, ~~DATED~~references ~~DECEMBER~~to 27“we,” ~~2016~~“our,” “us,” in this prospectus mean EOM Pharmaceuticals Holdings, Inc., Inc., a Delaware corporation, and its wholly owned subsidiary, EOM Pharmaceuticals, Inc.

~~Subscription Rights to Purchase Up to Units~~Our Company

~~Consisting~~We are a clinical-stage pharmaceutical company focused on the development of annovel ~~Aggregate~~therapeutics and delivery technologies for the treatment of Upinflammatory ~~to Shares~~conditions and ocular diseases. Our development pipeline consists of ~~Common~~multiple ~~Stock,~~programs and clinical indications at various stages of development. Our portfolio currently consists of two product candidates: EOM613 and EOM147.

~~Pre-Funded Warrants to Purchase Shares of Common Stock~~EOM613

EOM613 is an investigational, dynamically dual-acting immunomodulator. EOM613 is a peptide-nucleic acid solution and, ~~Base~~based ~~Warrants~~on past clinical data, is believed to ~~Purchase Shares~~have both an anti-inflammatory and pro-inflammatory effect at the site of ~~Common~~cytokine ~~Stock~~and chemokine overactivity, and a pro-inflammatory effect when needed. EOM is designed to counteract the most severe inflammatory effects of viruses, such as a cytokine storm or hyperimmune response following infection with the novel coronavirus that cause COVID-19, autoimmune attacks that cause joint damage and pain associated with rheumatoid arthritis and gastrointestinal disorders, and chemokine-related body-wasting syndromes such as cachexia. In human cell culture studies, EOM613 demonstrated a “dynamic dual action” by suppressing or stimulating monocytes and macrophages depending on the activation state and environment of those key immune cells. It is hypothesized that this dynamic dual action may overcome a limitation of many approved immunomodulators that only reduce the inflammatory state, without achieving total immune system balance. EOM613 has a development program as supported by multiple exploratory previous clinical stage data across multiple therapeutic applications associated with hyperimmune responses, including cachexia associated with HIV/AIDS or cancer and rheumatoid arthritis. The current open-label trial for COVID-19 in Brazil for EOM613 meets the regulatory Phase 1/2a clinical trial requirements of the Comissao Nacional de Etica em Pesquisa and the Brazilian regulatory body ANVISA. However, additional, larger Phase 2 placebo-controlled trials will be required for the further clinical development of EOM613 in the United States.

atWe believe that EOM613 may be used as a ~~Subscription~~therapy ~~Price~~for ofthe ~~$ Per~~following ~~Unit~~diseases:

WeSevere Effects ~~are distributing to holders~~ of ~~our~~Infectious ~~common stock and to holders of certain of our outstanding warrants who are entitled to participate in this offering~~Disease, atIncluding ~~no charge, non~~COVID-transferable Subscription Rights to purchase units. Each unit, which we refer to as a Unit, consists of one share of common stock and of a related base warrant representing the right to purchase one share of common stock. We refer to the offering that is the subject of this prospectus as the Rights Offering.19

InCOVID-19 is ~~the~~a ~~Rights~~highly ~~Offering,~~infectious ~~you~~and ~~will~~potentially ~~receive subscription~~fatal ~~right(s)~~disease. ~~for~~According ~~each~~to ~~share~~WHO, ofas ~~common stock or each share~~ of ~~common~~June ~~stock underlying our participating warrants owned at 5:00 PM Eastern Time~~17, on 2022, ~~2017,~~it ~~the~~has ~~record~~caused ~~date~~over of6.3 ~~the~~million deaths ~~Rights~~and ~~Offering,~~over or500 ~~the~~million ~~Record~~cases ~~Date~~worldwide. ~~The~~Research ~~common~~shows ~~stock~~that ~~and~~cytokine ~~the~~storms ~~base~~are ~~warrants~~highly ~~comprising~~correlated ~~the~~with ~~Units~~mortality ~~will~~in ~~separate~~COVID-19. Aggressive ~~upon~~inflammatory ~~the~~responses ~~effectiveness~~such ofas ~~the~~cytokine ~~exercise~~storms ofcan ~~the~~lead ~~rights~~to ~~and~~acute ~~will~~respiratory bedistress ~~issued~~syndrome ~~as separate securities~~(ARDS), ~~and~~which ~~the~~is ~~Units will not trade as~~ a ~~separate~~cause ~~security.~~of death ~~The~~in ~~Subscription~~70% ~~Rights~~of ~~will~~fatal ~~not~~COVID-9 ~~be tradable~~cases.

Each subscription right will entitle you to purchase one Unit, which we refer to as the Basic Subscription Right, at a subscription price per Unit of between $ and $ , which we refer to as the Subscription Price. The exact Subscription Price per Unit will be determined by our board of directors or pricing committee prior to the effectiveness of the registration statement of which this prospectus is a part. The base warrants entitle the holder to purchase one share of common stock at an exercise price of $ per share, % of the per Unit price, from the date of issuance through its expiration on , 2022. If you exercise your Basic Subscription Rights in full and other shareholders or participating warrant holders do not, you will be entitled to an overChemokine-~~subscription~~Related Body ~~privilege~~Wasting toSyndromes: ~~purchase~~Cancer a portion of the unsubscribed Units at the Subscription Price, subject to proration, which we refer to as the Over-Subscription Privilege. Each subscription right consists of a Basic Subscription Right and an Over-Subscription Privilege, which we refer to as the Subscription Right. Cachexia

~~For~~Cachexia is ~~certain~~a ~~investors~~wasting ~~whose~~syndrome ~~subscriptions~~that ~~may~~causes ~~result~~loss inof ~~the~~weight, ~~purchaser~~body ~~beneficially~~fat, ~~owning~~muscle ~~more~~mass, ~~than~~and ~~4.99%~~appetite ofdue ~~our~~to ~~outstanding~~a ~~common~~chronic ~~stock~~disease, such ~~investors~~as ~~may~~cancer. ~~elect~~It ~~to receive~~ results in ~~the~~weakness, ~~Rights~~fatigue, ~~Offering~~malnourishment, inand ~~lieu~~can ofbe ~~shares~~life-threatening. ofIt ~~common~~is ~~stock,~~caused ~~certain~~principally ~~pre-funded~~by ~~warrants~~chemotherapy toand ~~purchase~~radiation ~~the~~treatments. Cancer ~~same~~cachexia ~~amount~~affects ofapproximately ~~shares~~50% of ~~common~~all ~~stock~~cancer patients. IfCancer ~~you~~cachexia dois ~~not~~caused ~~wish~~by toa ~~exceed~~combination ~~the~~of ~~ownership~~decreased ~~threshold,~~nutritional intake ~~you~~and ~~may~~altered ~~elect~~metabolism toand ~~receive~~is adefined ~~pre-funded~~as ~~warrant~~ongoing inloss ~~lieu~~ of ~~any~~skeletal ~~share~~muscle ofmass ~~common~~that ~~stock~~cannot ~~underlying~~be ~~the~~reversed ~~Units~~by ~~for~~conventional ~~which~~nutritional support. ~~you~~It ~~have~~is ~~subscribed.~~characterized ~~You~~by ~~will~~progressive ~~not~~functional beimpairment ~~eligible~~and contributes to ~~elect~~more tothan ~~receive~~20% ~~pre-funded~~of ~~warrants,~~cancer ~~except~~deaths. toSince ~~the~~around ~~extent~~50% of ~~that~~patients ~~your~~with ~~beneficial~~malignant ~~ownership~~disease ~~could~~cannot ~~exceed~~be ~~4.99%~~cured ofand ~~the~~more ~~shares~~than 80% of ~~common~~advanced ~~stock~~cancer ~~outstanding~~patients ~~following~~experience cachexia, the ~~consummation~~toll of ~~the~~this condition ~~Rights~~is ~~Offering.~~severe ~~Each~~both ~~pre-funded~~for ~~warrant~~society ~~will~~and ~~have~~the anindividual ~~exercise~~patient. ~~price~~The pathogenesis of ~~$ ,~~cancer ~~and~~cachexia ~~the~~is ~~subscription~~highly ~~price~~dependent ~~per~~on ~~Unit~~the ~~for~~patient’s immune ~~any~~response. ~~such~~Inflammatory ~~electing~~cytokines ~~investors~~and ~~will~~pro-cachectic befactors ~~reduced~~induce tomuscle $degradation ~~(which~~even ~~equals~~in the ~~Subscription~~face ~~Price~~of ~~for~~adequate ~~the~~nutrition. ~~other~~The prevalence ~~Units~~of ~~sold~~cachexia inis ~~the~~as ~~Rights~~high ~~Offering,~~as ~~less~~87% ~~the~~in ~~$ exercise~~patients ~~price~~with ~~for~~pancreatic ~~each~~and ~~pre-funded~~gastric ~~warrant).~~cancer, ~~The~~61% ~~pre-funded~~in ~~warrants~~patients dowith ~~not~~colon, ~~confer~~lung, ~~upon~~and ~~the~~prostate cancer ~~holder~~and ~~any~~non-Hodgkin ~~voting~~lymphoma, orand ~~any~~40% ~~other~~in ~~rights~~breast ofcancer, asarcoma, ~~shareholder~~leukemia, ofand ~~the~~Hodgkin ~~Company~~lymphoma. There are no approved cancer cachexia therapies.

This prospectus also relates to the offering of the shares of common stock issuable upon exercise of these pre-funded warrants.

The Subscription Rights will expire if they are not exercised by 5:00 PM Eastern Time, on , 2017. We may extend the Rights Offering for additional periods in our sole discretion. Once made, all exercises of Subscription Rights are irrevocable.

The Rights Offering is being conducted on a best-efforts basis. There is no minimum amount of proceeds necessary in order for us to close the Rights Offering. While none of our directors or executive officers has entered into any binding commitment or

~~agreement~~Autoimmune Diseases: toRheumatoid exercise Subscription Rights received in the Rights Offering, our directors and executive officers have indicated interests in subscribing for up to an aggregate of $ million in the Rights Offering, subject to potential proration. Arthritis

WeRheumatoid arthritis ~~have~~(RA) ~~engaged~~is ~~Maxim~~a ~~Group~~debilitating ~~LLC~~chronic toautoimmune ~~act~~disease asthat ~~dealer-manager~~affects in the ~~Rights~~joints, ~~Offering~~connective tissues, muscle, tendons, and fibrous tissue, and causes pain and deformity. The World Health Organization estimates that more than 23 million people, mostly women, live with RA.

Investing in our securities involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 19 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest. EOM147

~~Computershare~~EOM 147 ~~Trust~~is ~~Company~~an investigational, ~~N.A.~~broad-spectrum ~~will~~aminosterol ~~serve~~with asa ~~the~~novel ~~Subscription~~intracellular ~~Agent~~mechanism for the ~~Rights~~treatment ~~Offering~~of retinal diseases. ~~The~~Based on ~~Subscription~~prior ~~Agent~~clinical ~~will~~data, ~~hold~~we ~~the~~believe ~~funds~~that weEOM147 ~~receive~~can ~~from~~affect ~~subscribers~~multiple ~~until~~angiogenic wegrowth ~~complete,~~factors ~~abandon~~such oras ~~terminate~~VEGF, ~~the~~PDGF, ~~Rights~~and ~~Offering~~bFGF. IfThis ~~you~~mechanism of ~~want~~action tois ~~participate~~differentiated infrom ~~this~~other ~~Rights~~retinal ~~Offering~~therapies ~~and~~that ~~you~~ are ~~the~~only ~~record~~anti-VEGF ~~holder~~and ofadministered ~~your~~as ~~shares~~an orintraocular ~~participating~~injection. ~~warrants~~The novel formulation, weadministered ~~recommend~~as ~~that~~an ~~you~~eye ~~submit~~drop, ~~your~~represents ~~subscription~~a ~~documents~~potential tobreakthrough ~~the~~that ~~Subscription~~does ~~Agent~~not ~~well~~require ~~before~~intraocular ~~the deadline~~injection. IfEOM147 ~~you~~is being ~~want~~developed toas ~~participate~~a inproprietary, ~~this~~newly ~~Rights~~reformulated ~~Offering~~eye ~~and you hold shares through your broker~~drop, ~~dealer,~~containing ~~bank,~~a orsteroid-polyamine ~~other~~conjugate ~~nominee,~~compound ~~you~~with ~~should~~broad-spectrum antimicrobial ~~promptly~~activity ~~contact~~and ~~your~~anti-angiogenic ~~broker,~~activity. ~~dealer,~~We ~~bank,~~believe orthat ~~other~~EOM147 ~~nominee~~may ~~and~~be ~~submit~~used ~~your~~as ~~subscription~~therapy ~~documents~~for inretinal ~~accordance~~diseases, ~~with~~including ~~the~~retinal tear, ~~instructions~~retinal ~~and~~detachment, ~~within~~diabetic ~~the~~retinopathy, ~~time~~epiretinal ~~period~~membrane, ~~provided~~macular ~~by your broker~~hole, ~~dealer,~~macular ~~bank~~degeneration, orand ~~other~~retinitis ~~nominee.~~pigmentosa, ~~For~~all of awhich ~~more~~affect ~~detailed~~the ~~discussion,~~vital ~~see~~tissue ~~“Description~~ of the ~~Rights~~eye ~~Offering—The~~and ~~Subscription~~can ~~Rights."~~lead to blindness.

~~Our~~Age-Related Macular ~~board~~Degeneration of directors reserves the right to terminate the Rights Offering for any reason any time before the completion of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty. (AMD)

~~Our~~Age-related macular ~~common~~degeneration ~~stock~~ is ~~listed~~an oneye ~~the~~disease ~~NYSE~~that ~~MKT~~can ~~under~~blur the ~~symbol~~sharp, central vision needed for activities like reading and driving. “~~IMUC~~Age-related” means that it often happens in older people. “Macular” ~~The~~means ~~last~~it ~~reported~~affects ~~sale~~a ~~price~~part of ~~our~~the eye within the retina called the macula. AMD is a common ~~stock~~condition onand ~~December~~a ~~23,~~leading ~~2016~~cause ~~was~~of ~~$2.22~~vision ~~per~~loss ~~share~~for people age 50 and older. WeAlthough ~~have~~AMD ~~applied~~does not necessarily cause complete blindness, it does impact central vision that can make it harder to ~~list~~see faces, drive, or do close-up work like cooking or fixing things around the ~~base~~house. ~~warrants~~The onNational Eye Institute estimates that by 2050, the ~~NYSE~~number ~~MKT~~of ~~following~~people ~~their~~with ~~issuance~~AMD ~~under~~in the ~~symbol~~U.S. ~~“IMUC~~is expected to double from 2.WS07 million (2010) to 5.B44 million.” NoAccording ~~assurance~~to ~~can~~the beBright ~~given~~Focus ~~that~~Foundation, ~~our~~the ~~application~~number ~~will~~of bepeople ~~approved.~~living Wewith dosome ~~not~~form ~~intend~~of macular degeneration is expected to ~~apply~~reach 196 million worldwide by 2020 and increase to 288 million by 2050. There is no current therapeutic treatment for ~~the~~dry ~~listing~~macular degeneration, but certain vitamin and mineral supplements may delay progression of the ~~pre-funded~~disease. ~~warrants~~Wet onmacular degeneration ~~any~~is ~~national~~often ~~securities~~treated ~~exchange.~~by ~~Without~~eye aninjections ~~active~~of ~~trading~~anti-VEGF ~~market~~medicines, which inhibit the ~~liquidity~~abnormal growth of ~~the~~blood ~~base~~vessels. ~~warrants~~A ~~and~~type ~~the~~of laser ~~pre-funded~~treatment ~~warrants~~called ~~will~~photodynamic therapy also can be ~~limited.~~used to help break down the extra blood vessels in the back of the eye.

		Per Unit	Total(2)
Subscription price	$
Dealer-Manager fees and expenses(1)	$
Proceeds, before expenses, to us	$

Diabetic Retinopathy (DR):

(1)

In connection with this Rights Offering, we have agreed to pay to the dealer-manager a cash fee equal to 7.0% of the dollar amount of the Units sold to holders of subscription rights, excluding any Units sold to our directors, officers or their affiliates. We will provide to the dealer-manager upon completion of the Rights Offering a non-accountable expense allowance of $60,000. We advanced $30,000 against out-of-pocket accountable expenses to Maxim Group LLC upon its engagement as a dealer-manager. See "Plan of Distribution."

(2)

Assumes the Rights Offering is fully subscribed, but excludes proceeds from the exercise of base warrants included within the Units.

Diabetes is the leading cause of new cases of blindness in adults. About 1 in 3 people with diabetes have Diabetic Retinopathy, affecting almost one-third of adults over age 40 years with diabetes, and more than one-third of African-Americans and Mexican Americans. According to the Centers for Disease Control and Prevention, diabetic retinopathy affects 7.7 million Americans, and that number is projected to increase to more than 14.6 million people by 2030. The most common diabetic eye disease and a leading cause of blindness in American adults, diabetic retinopathy is caused by changes in the blood vessels of the retina due to excess sugar in the bloodstream. Currently, diabetic retinopathy is typically treated by shrinking abnormal blood vessels in the eye with laser therapy, by surgically evacuating and replacing fluid in the eye (vitrectomy), or by injecting anti-VEGF medicines into the eye.

~~Our~~Retinal Vein ~~board~~Occlusions of directors is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider whether to exercise your Subscription Rights before the expiration date. You may not revoke or revise any exercises of Subscription Rights once made unless we terminate the Rights Offering.(RVOs)

~~Neither~~Retinal vein occlusions are blockages of the ~~Securities~~small veins that carry blood away from the retina. Such compromised blood flow can cause reduction in blood flow, causing sudden blurred vision and ~~Exchange~~blind ~~Commission~~spots ~~nor~~in ~~any~~the ~~state~~center ~~securities~~of ~~commission~~one’s ~~has~~visual ~~approved~~field. orThe ~~disapproved~~persistent build-up of ~~these~~blood in ~~securities~~the orretina, ~~passed~~particularly ~~upon~~in the ~~adequacy~~macular area can cause substantial vision loss. Retinal vein occlusions are of two types- central retinal vein occlusions (CRVOs), which are caused by the blockage of the main retinal vein, and branch retinal vein occlusions (BRVOs), which affect one or ~~accuracy~~more of ~~this~~the ~~prospectus~~smaller branch veins from the main retinal vein. ~~Any~~There ~~representation~~is no current cure for retinal vein occlusions; laser treatment or repeated treatments with intravitreally injected anti-VEGF agents is most often used in the treatment in order to reduce the ~~contrary~~levels isof amacular ~~criminal~~edema. ~~offense~~An estimated 20 million or more people currently suffer from RVOs worldwide.

~~Dealer~~We have generated no revenues, have incurred operating losses since inception, and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. For the three-~~Manager~~months ended March 31, 2022 and for the year ended December 31, 2021, we incurred net losses from operations of approximately $800,000 and $2,600,000, respectively. In addition, for the three-months ended March 31, 2022 and for the year ended December 31, 2021 we incurred negative cash flows from operating activities of approximately $600,000 and $2,300,000 respectively. We expect to incur substantial losses for the foreseeable future, which will continue to generate negative net cash flows from operating activities, as we continue to pursue research and development activities and the pre-clinical and clinical development of our primary product candidates, EOM613 and EOM147. As of March 31, 2022, we had cash of $933,148, working capital (defined as current assets less current liabilities) of $374,531 and an accumulated deficit in shareholders’ equity of $(7,387,302). The Company’s primary sources of cash have included a bridge note facility and the issuance of convertible debt to one of our largest stockholders and the issuance of founder shares.

~~Maxim~~These factors, ~~Group~~among ~~LLC~~others including the lengthy and costly drug development and regulatory approval process, raise substantial doubt as to our ability to obtain additional debt or equity financing and our ability to continue as a going concern as described in the footnotes to our March 31, 2022 unaudited interim condensed consolidated financial statements. Until such time as we are able to establish a revenue stream from the sale of our therapeutic products, we are dependent upon obtaining necessary equity and/or debt financing to continue operations. We cannot make any assurances that sales of our drug products will commence in the near term or that additional financings will be available to us and, if available, on acceptable terms or at all.

~~The~~To date, we have been funded entirely by the family of ~~this~~Eli ~~prospectus~~Goldberger, is our Chairman and Chief Operating Officer, ~~2017~~through a Bridge Note Facility in the amount of approximately $1.5 million and the issuance of a Convertible Promissory Note in the amount of up to $5 million. To date, Mr. Goldberger’s father has loaned us $2,501,399 through these two instruments. Under the terms of the Convertible Promissory Note, we have the right to prepay up to 25% of the principal amount of the outstanding balance in the event we receive gross proceeds of no less than $10 million from the sale of our common stock. We intend to repay approximately $625,000 out of the net proceeds of this offering.

There can be no assurance that the Goldberger family will continue to fund our operations on favorable terms or at all. Moreover, there can be no assurance that we will be able to secure the necessary third-party debt or equity financings to continue our drug development, pre-clinical and clinical trial plans at all or on terms acceptable to us. This could negatively impact our business and operations and could also lead to the reduction of our business and drug development operations.

We intend to raise such additional capital through a combination of private and public equity offerings, debt financings, government funding arrangements, strategic alliances or other sources. However, if such financing is not available at adequate levels and on a timely basis, or such agreements are not available on favorable terms, or at all, as and when needed, we will need to reevaluate our operating plan and may be required to delay or discontinue the development of one or more of our product candidates or operational initiatives. We expect that our cash as of March 31, 2022 will be insufficient to fund our projected operations for the next twelve months and accordingly, we are in the process of attempting to raise additional equity and/or debt funds to continue our operations through the end of 2022 and beyond.

~~TABLE~~Our Competitive ~~OF CONTENTS~~Strengths

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING	6
PROSPECTUS SUMMARY	12
SUMMARY OF THE RIGHTS OFFERING	16
RISK FACTORS	19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	23
USE OF PROCEEDS	24
MARKET PRICE OF OUR COMMON STOCK	25
DIVIDEND POLICY	25
DILUTION	26
BUSINESS	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	40
DESCRIPTION OF CAPITAL STOCK	42
DESCRIPTION OF THE RIGHTS OFFERING	48
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	57
PLAN OF DISTRIBUTION	63
LEGAL MATTERS	65
EXPERTS	65
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE	65

We believe that we possess a number of competitive strengths that position us to become a leading biopharmaceutical company focused on inflammatory and immune-related diseases as well as retinal diseases, including:

We● Our technology and drug development capabilities. EOM613 and predecessor formulations have been explored in several human studies and have shown potential in the ~~dealer~~treatment of diseases such as rheumatoid arthritis. The present Phase 1/2a study in COVID-~~manager~~19 ~~have~~patients ~~not~~in ~~authorized~~Brazil ~~anyone~~is generating important information on cytokines and the effect of EOM613 treatment on the levels of these cytokines and the relevance to ~~provide~~clinical ~~any~~effects. This information orwill increase our knowledge of EOM613’s Mechanism of Acton and the relevance to ~~make~~various ~~any~~therapeutic ~~representations~~areas. ~~other~~However, ~~than~~additional, ~~those~~larger ~~contained~~Phase in2 orplacebo-controlled ~~incorporated~~trials bywill ~~reference~~be inrequired ~~this~~for ~~prospectus~~the orfurther clinical development of EOM613 in ~~any~~the ~~free~~United ~~writing~~States. ~~prospectuses~~EOM147 ~~prepared~~represents bya ordifferent onand ~~behalf~~potentially safer mode of usapplication orof towell ~~which~~accepted weVEGF ~~have~~type ~~referred~~treatments ~~you~~for Age Related Macular Degeneration (AMD). ● Pipeline addressing large markets. We ~~take~~believe nothat ~~responsibility~~our product candidates include clinical-stage compounds that have scientific rationale for effectiveness. By initially targeting large markets that have significant medical needs, ~~and~~we believe that we can ~~provide~~drive noadoption ~~assurance~~of asnew products and improve our competitive position. For example, we believe that our immunomodulator lead asset, EOM613, a peptide nucleic-acid solution with dual mechanism of action (both anti-inflammatory and pro-inflammatory) will be a cost-effective therapeutic approach to aid millions in not only managing the ~~reliability~~symptoms of, ~~any~~cancer ~~other~~cachexia ~~information~~and ~~that~~rheumatoid ~~others~~arthritis ~~may~~but ~~give~~in ~~you~~COVID-19 and other viral diseases. ~~This~~Moreover, ~~prospectus~~the isease of administering EOM147 via an ~~offer~~at-home eyedrop solution as opposed to ~~sell~~a ~~only~~monthly intraocular injection at a certified ophthalmologist, will ease the ~~shares~~burden ~~offered~~of ~~hereby~~millions of people suffering from Aged Related Macular degeneration, ~~but~~diabetic ~~only~~retinopathy ~~under~~and ~~circumstances~~other debilitating retinal diseases. These diseases can have significant effects on patients’ quality of life and insave ~~jurisdictions~~employers ~~where~~from itsignificant isworkplace-related ~~lawful~~costs toand dolimitations. so● Experienced leadership. ~~The~~Our ~~information~~leadership ~~contained~~team possesses core capabilities in orinfectious ~~incorporated~~diseases, bycancer ~~reference~~cachexia, inretinal ~~this~~diseases, ~~prospectus~~drug isdevelopment, ~~accurate~~chemistry, ~~only~~manufacturing asand ofcontrols, ~~its~~and ~~date~~finance. ~~regardless~~In ofaddition ~~the~~to ~~time~~our ofinternal ~~delivery~~capabilities, ofwe ~~this~~have ~~prospectus~~also orestablished a network of ~~any~~key ~~sale~~opinion ofleaders, ~~common~~contract ~~stock~~research organizations, ~~pre~~contract manufacturing organizations and consultants. As a result, we believe we are well positioned to efficiently develop novel treatments for inflammatory and immune-~~funded~~related ~~warrants~~diseases. Nevertheless, we only recently commenced operations, never received approval for any IND, NDA or ~~base~~comparable ~~warrants~~foreign regulatory filing and may never receive any such approval. Moreover, we may not be successful in obtaining market approval for any of our drug candidates.

ToOur Business the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the Securities and Exchange Commission (SEC) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.Strategy

~~Neither~~Our business westrategy ~~nor the dealer-manager has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose~~ is ~~required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required~~ to ~~inform~~develop ~~themselves about~~ and tocommercialize ~~observe~~innovative ~~any~~drug ~~restrictions~~products asthat toaddress ~~this~~medical ~~offering~~needs ~~and~~for ~~the~~large ~~distribution~~markets ofwith ~~this prospectus and any free writing prospectus applicable to that jurisdiction~~limited competition.

~~This~~Our mission ~~prospectus~~is ~~and~~to ~~the~~Rescue, ~~documents~~Repair, ~~incorporated~~and byRestoreTM ~~reference~~health in ~~this~~patients ~~prospectus~~suffering ~~contain~~from ~~market~~debilitating ~~data~~ and ~~industry~~life ~~statistics~~threatening ~~and~~diseases. EOM ~~forecasts~~Pharmaceuticals ~~that~~was ~~are~~founded ~~based~~with ona ~~independent~~specific ~~industry~~vision ~~publications~~to ~~and~~pursue ~~other~~innovative ~~publicly~~approaches ~~available~~to ~~information.~~address ~~Although~~some weof ~~believe~~today’s ~~that~~medical ~~these~~needs. We ~~sources~~believe ~~are~~our ~~reliable,~~investigational weproducts dohave ~~not~~mechanisms ~~guarantee the accuracy or completeness~~ of ~~this~~action ~~information~~that ~~and~~may wetransform ~~have~~the ~~not~~therapeutic ~~independently~~paradigm ~~verified this information. Although we are not aware~~ of ~~any~~debilitating ~~misstatements~~diseases such ~~regarding~~as the ~~market~~hyperimmune ~~and~~effects ~~industry~~in ~~data~~patients ~~presented~~with orsevere ~~incorporated~~COVID-19, bycancer ~~reference~~cachexia, inrheumatoid ~~this prospectus~~arthritis, ~~these estimates involve risks~~ and ~~uncertainties~~inflammatory ~~and~~conditions of ~~are~~the ~~subject~~retina tocharacterized ~~change~~by ~~based~~a onbreakdown ~~various~~of ~~factors, including those discussed under~~ the ~~heading~~blood-retinal ~~“Risk Factors” and any related free writing prospectus~~barrier. ~~Accordingly, investors should not place undue reliance on this information.~~

Key elements of our strategy include:

●	Advance EOM613 clinical development in Brazil for the hyperimmune response in severe COVID-19 patients
●	Advance EOM613 clinical development in the U.S. for cancer cachexia
●	Conduct an exploratory study in the U.S. for EOM613 in rheumatoid arthritis
●	Advance EOM147 clinical development for diabetic retinopathy in initial clinical trials ex-USA, and retinal vein occlusions in US clinical trials
●	Build out a commercialization organization and if approved, commercialize EOM613 in the United States
●	Pursue market opportunities for EOM613 outside the United States

~~QUESTIONS~~● ~~AND~~Develop ~~ANSWERS~~EOM613 ~~RELATING~~as TOa ~~THE~~cost-effective ~~RIGHTS~~therapy ~~OFFERING~~ for Cancer Cachexia and Rheumatoid Arthritis. We are applying our expertise in immune modulation and inflammation therapies, and clinical trial management, to develop EOM613 as a potential cost-effective treatment for Cancer Cachexia and Rheumatoid Arthritis. Based on multiple prior clinical trials, such as exploratory trials in cancer cachexia in the United States and Canada concluded in 2013, and a trial in rheumatoid arthritis conducted in Argentina a decade prior, we believe EOM613 presents a strong development program. Based on these positive past clinical trial results and the results of additional animal studies planned for 2022 we are evaluating opportunities to apply, as applicable, for expedited regulatory review programs, which could potentially lead to faster clinical development and commercialization timelines. In general, any IND application is subject to a lengthy regulatory review. Although under limited circumstances, drug candidates may be approved for the FDA’s fast-track approval program, we can provide no assurance that our drug candidates will be approved for the fast-track approval program, or that if approved, we will successfully complete the review process of EOM613 on an accelerated basis, if at all. We are in the process of initiating all the necessary IND-enabling preclinical safety pharmacology studies and toxicology studies that would enable us to proceed into new Phase II clinical trials in cancer cachexia and/or rheumatoid arthritis. We are conducting these studies with CROs. We are also pursuing studies using established animal models of cancer cachexia and rheumatoid arthritis that simulate human disease, whose results are typically evaluated by the FDA as well. We expect that these animal studies will also enable us to elucidate the pharmacological mechanisms of action of EOM613 and correlate them with previously established laboratory cell culture studies. We expect these studies to be concluded by the third quarter of 2022, at which time we expect to have selected at least one of these disease states to conduct an initial Phase I/II clinical trial, based on a thorough evaluation of the animal data. At that point we intend to seek a pre-IND meeting with the FDA in preparation of filing an IND application, with the intent of commencing a trial in the chosen clinical indication in the first quarter of 2023. ● Establish EOM147 as the leading treatment for chronic and debilitating retinal diseases. Our goal is to obtain regulatory approval for EOM147 and commercialize EOM147 for use in the treatment of chronic retinal disease including Age Related Macular degeneration, diabetic retinopathy among other angiogenic retinal disorders. Based on previous early-stage clinical trial results in which patients treated with EOM147 experienced meaningful improvements of their symptoms with minimal side effects, we plan on conducting additional research and development to improve our drug therapy and initiate a confirmatory Phase 2b clinical study evaluating EOM147 in chronic retinal disease patients starting in the first quarter of 2023. Because our drug delivery method is via non-invasive eyedrops rather than an intraocular injection directly into the eye, we believe our novel delivery application along with positive past trials results will improve vision outcomes beyond that achieved with current standard of care. We are developing a new synthetic procedure for the manufacture of the Squalamine Lactate active pharmaceutical ingredient of EOM147 eye drops and conducting the development of novel formulations with potentially enhanced retinal uptake, based on our proprietary technology. We plan on establishing a commercial cGMP manufacturing process for the novel formulations and evaluating the new eye drop formulations in rabbit eye studies at a preclinical testing CRO site. We intend to conduct the FDA-required rabbit eye toxicology studies as well as studies measuring the drug uptake into the rabbit eyes’ retinas from the front of the eye administration using specialized techniques of measuring the drug uptake and concentration in the ocular tissues These studies are expected to be completed by the second or third quarter of 2023. We currently envision initial ex-US clinical trials in diabetic retinopathy and in wet-AMD in India and Mexico and confirmatory investigator-sponsored trials in the US for treatment of retinal vein occlusions and macular edema secondary to proliferative diabetic retinopathy. ● Maximize our current portfolio opportunity by expanding use across multiple indications. We aim to expand our current drug portfolio to treat multiple diseases. Our assets are designed to modulate pathways that are implicated across a number of immune and inflammatory conditions. We plan on developing future proof-of-concept clinical studies of EOM613 as a potential treatment for patients with a number of autoimmune gastrointestinal disorders as well as disorders affecting the central nervous system. ● In-license promising product candidates. We are applying our cost-effective development approach to advance and expand our pipeline. Although we currently rely on a limited number of candidates, our long- term objective is to maintain a well-balanced portfolio with product candidates across various stages of development. In general, we seek to identify product candidates and technology that represent a novel therapeutic approach, are supported by compelling science, target a medical need, and provide a meaningful commercial opportunity. We do not currently intend to invest significant capital in basic research, which can be expensive and time-consuming. ● Maximize our current portfolio opportunity by expanding use across multiple indications. We aim to expand our current drug portfolio to treat multiple diseases. While we believe our assets are designed to modulate pathways that are implicated across a number of immune and inflammatory conditions, we currently only have a limited number of product candidates. We plan on developing future proof-of-concept clinical studies of EOM613 as a potential treatment for patients with a number of autoimmune gastrointestinal disorders as well as disorders affecting the central nervous system.

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering, the Units offered hereby, and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.Recent Developments

~~What~~We filed isour original Certificate of Incorporation with the ~~Rights~~Secretary ~~Offering?~~of State of Delaware on March 20, 1987, under the name Redwing Capital Corp. On June 16, 1989, we changed our name to Patco Industries, Ltd. and conducted an unrelated business under that name until 1994. On January 30, 2006, we amended our Certificate of Incorporation to change our name to Optical Molecular Imaging, Inc. On November 2, 2006, we amended our Certificate of Incorporation to change our name to ImmunoCellular Therapeutics, Ltd.

WeOn December ~~are distributing~~1, ~~at no charge~~2021, towe ~~record~~completed ~~holders of our common stock and to holders of certain of our outstanding warrants who are entitled to participate in this Rights Offering pursuant to~~ the ~~terms~~acquisition of ~~such~~EOM ~~warrants~~Pharmaceuticals, ~~non-transferable~~Inc., ~~Subscription Rights to purchase Units at~~ a ~~price~~Delaware ~~of $ per Unit~~corporation. The ~~Subscription~~transaction ~~Rights~~was ~~will~~accounted ~~not~~for as ~~be tradable. Each Unit consists of one share of common stock and of~~ a ~~related~~reverse ~~base~~merger, ~~warrant~~with ~~representing~~EOM ~~the~~Pharmaceuticals, ~~right to purchase one share of common stock at an exercise price of $ per share~~Inc. ~~Upon~~deemed ~~the~~to ~~effectiveness~~be of the ~~exercise~~accounting ofacquirer ~~the Subscription Rights, the common stock~~ and ~~base~~ImmunoCellular ~~warrants~~Therapeutics ~~will immediately separate and will be issued as separate securities~~Ltd. ~~We intend~~ deemed to ~~apply~~be ~~to list~~ the ~~base~~legal ~~warrants~~acquirer. onAs ~~the~~such, ~~NYSE MKT under~~ the ~~symbol~~consolidated ~~"IMUC.WS.B."~~financial ~~You~~statements ~~will~~herein ~~receive Subscription~~reflect ~~Right(s) for each share of common stock or each share of common stock underlying~~ the ~~participating~~historical ~~warrants~~activity ~~that you owned as~~ of ~~5:00~~EOM ~~PM Eastern Time~~Pharmaceuticals, ~~on the Record Date~~ Inc. ~~Each~~since ~~Subscription~~its ~~Right~~inception ~~entitles~~on ~~the~~March ~~record~~27, ~~holder or holder of a participating warrant to a Basic Subscription Right and an Over-Subscription Privilege~~2020.

What are the Basic Subscription Rights?

For each whole share you owned or whole share underlying the participating warrants you owned as of the Record Date, you will receive Basic Subscription Right(s). Each Basic Subscription Right gives you the opportunity to purchase one share of our common stock and to receive of a base warrant to purchase one additional share of our common stock for a price of $ per Unit. For example, if you owned 100 shares of common stock as of the Record Date, you will receive 100 Subscription Rights and will have the right to purchase 100 shares of our common stock and base warrants to purchase one additional share of our common stock for $ per whole Unit (or a total payment of $ ). You may exercise all or a portion of your Basic Subscription Rights or you may choose not to exercise any Basic Subscription Rights at all.

If you are a record holder or a holder of participating warrants, the number of shares you may purchase pursuant to your Basic Subscription Rights is indicated on the enclosed Subscription Rights Statement. If you hold your shares in the name of a broker, dealer, bank, or other nominee who uses the services of the Depository Trust Company, or DTC, you will not receive a Subscription Rights Statement. Instead, DTC will issue Subscription Right(s) to your nominee record holder for each share of our common stock that you own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

What is the Over-Subscription Privilege?

If you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege to purchase a portion of any Units that the other record holders and participating warrant holders do not purchase through the exercise of their Basic Subscription Rights. You should indicate on your Subscription Rights Statement, or the form provided by your nominee if your shares are held in the name of a nominee, how many additional Units you would like to purchase pursuant to your Over-Subscription Privilege.

If sufficient Units are available, we will seek to honor your Over-Subscription request in full. If Over-Subscription requests exceed the number of Units available, however, we will allocate the available Units pro-rata among the record holders and participating warrant holders exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock each of those record holders owned and the number of shares of our common stock underlying the participating warrants held by each of those warrant holders on the Record Date, relative to the number of shares owned and the number of shares underlying participating warrants held on the Record Date by all record holders and warrant holders exercising the Over-Subscription Privilege. If this pro-rata allocation results in any record holders or warrant holders receiving a greater number of Units than the record holder or warrant holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder or warrant holder will be allocated only that number of Units for which the record holder or warrant holder oversubscribed, and the remaining Units will be allocated among all other record holders and warrant holders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. See “Description of the Rights Offering—Limitation on the Purchase of Units" for a description of certain limitations on purchase.

To properly exercise your Over-Subscription Privilege, you must deliver to the Subscription Agent the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. See “Description of the Rights Offering—The

~~Subscription~~On ______________, ~~Rights—Over-Subscription~~2022, ~~Privilege."~~we Toamended ~~the~~our ~~extent~~Certificate ~~you~~of ~~properly~~Incorporation ~~exercise~~to ~~your~~change ~~Over-Subscription~~our ~~Privilege~~name ~~for~~to anEOM ~~amount~~Pharmaceuticals ofHoldings, ~~Units~~Inc. ~~that~~to ~~exceeds~~ reflect the ~~number~~acquisition of ~~unsubscribed~~EOM ~~Units available to you~~Pharmaceuticals, ~~any~~Inc. ~~excess~~and ~~subscription payments will be returned to you as soon as practicable after~~ the ~~expiration~~new direction of ~~the~~our ~~Rights Offering, without interest or penalty~~business.

~~Computershare~~Our Corporate ~~Trust Company, N.A., our Subscription Agent for the Rights Offering, will determine the Over-Subscription allocation based on the formula described above.~~ Information

~~What~~Our principal executive offices are ~~the~~located ~~terms~~at of136 ~~the~~Summit ~~base~~Avenue, ~~warrants?~~Suite 100 Montvale, NJ 07645, and our telephone number at that address is (201) 351-0605.

Each base warrant entitles the holder to purchase one share of common stock at an exercise price of $ per share, from the date of issuance through its expiration on , 2022. The base warrants will be exercisable by paying the exercise price in cash, or, solely during any period when a registration statement for the exercise of the base warrants is not in effect, exercisable on a cashless basis. After the one-year anniversary of issuance, we may redeem the base warrants for $ per base warrant if the volume weighted average price of our common stock is above $ per share, % of the exercise price, for each of 10 consecutive trading days. Subject to certain exceptions, a holder may not exercise any portion of the base warrant to the extent that the holder would beneficially own more than 4.99% of the outstanding common stock after exercise. Our Team

~~What~~We have ~~are~~assembled an experienced management team and board of directors (the ~~terms~~“Board of Directors”) to pursue innovative approaches to solving the ~~pre-funded~~problems ~~warrants?~~of urgent and medical needs. EOM is led by an accomplished team with a deep legacy in multiple therapeutic areas and drug development.

~~The~~Our Founder, ~~pre-funded~~Chairman ~~warrants~~and ~~will~~Chief ~~only~~Operating beOfficer, ~~issued~~Eli toGoldberger, ~~certain~~is ~~investors~~a ~~whose~~successful ~~subscriptions~~entrepreneur, ~~for~~focusing ~~Units~~on inadvancing ~~the~~innovations ~~Rights~~in ~~Offering~~pharmaceuticals, women’s ~~may~~health ~~result~~and inenergy. ~~the~~Our ~~purchaser~~Chief ~~beneficially~~Executive ~~owning~~Officer, ~~more~~Irach ~~than~~Taraporewala, 4PhD.~~99%~~, is a highly seasoned pharmaceutical company executive with specific experience in leadership of ~~our~~start-up ~~outstanding~~pharmaceutical ~~common~~companies ~~stock~~and ~~following~~over ~~the~~25 ~~consummation~~years of ~~the~~experience ~~Rights~~in ~~Offering~~drug development and regulatory strategy. Our Chief Scientific Officer and Medical Director, Shalom Hirschman, M.D., has had a long and ~~who~~illustrious ~~elect~~career toas ~~receive~~an ~~pre-funded~~academic physician, ~~warrants~~research inscientist, ~~lieu~~educator, biotechnology entrepreneur and consultant. A graduate of ~~shares~~the Albert Einstein College of ~~common~~Medicine, Dr. ~~stock~~Hirschman ~~underlying~~served ~~the~~as ~~Units~~intern ~~for~~and ~~which~~resident in medicine at The Massachusetts General Hospital of the ~~investors~~Harvard ~~have~~Medical ~~subscribed.~~School ~~You~~followed by ~~will~~years ~~not~~of beconducting ~~eligible~~research toin ~~elect~~molecular tobiology ~~receive~~at ~~pre-funded~~the ~~warrants~~National Institutes of Health in Bethesda, ~~except~~MD. toHe joined the ~~extent~~faculty ~~that~~of ~~your~~The Mount ~~beneficial~~Sinai ~~ownership~~School ~~could~~of ~~exceed~~Medicine ~~4.99%~~where he was Director of the ~~shares~~Division of ~~common~~Infectious ~~stock~~Diseases ~~outstanding~~and ~~following~~Professor ~~the~~of ~~consummation~~Medicine. Our Chief Financial Officer, Wayne Danson, a former partner in multiple Big 4 public accounting firms and accomplished C level executive, has over 35 years of ~~the~~experience ~~Rights~~in ~~Offering.~~international and corporate taxation, financial advisory services including investment banking, and mergers and acquisitions, business strategy, and entrepreneurship.

~~Each pre-funded warrant entitles~~ Nevertheless, the ~~holder~~Company tohas ~~purchase~~never ~~one~~submitted ~~share of common stock at~~ an ~~exercise price of $0.01 per share~~IND, ~~and~~NDA the subscription price per Unit for any such electing investors will be reduced to $ (which equals the Subscription Price for the other Units sold in the Rights Offering, less the $0.01 exercise price for each pre-funded warrant). Each pre-funded warrant will be exercisable from the date of issuance through its expiration on , 2022. The pre-funded warrants will be exercisable by paying the exercise price in cash or oncomparable aforeign ~~cashless~~regulatory ~~basis~~filing inand ~~accordance~~may ~~with the terms of the pre-funded warrants. The pre-funded warrants will~~ not be ~~listed~~successful ~~for~~in ~~trading~~obtaining ~~on any stock exchange or~~ market. ~~The~~approval for ~~pre-funded warrants do not confer upon the holder~~ any ~~voting~~product ~~or any other rights of a shareholder of the Company~~candidate.

~~Will fractional shares be issued upon exercise~~ Summary of ~~Subscription~~Risks ~~Rights~~Associated orwith ~~upon~~Our ~~the exercise of base warrants?~~ Business

~~No.~~Our business Weand ~~will~~an ~~not~~investment ~~issue fractional shares of common stock~~ in ~~the~~our ~~Rights~~company ~~Offering.~~is ~~Rights~~subject ~~holders will only be entitled~~ to ~~purchase~~numerous arisks ~~number~~and ~~of Units representing a whole number of shares of common stock~~uncertainties, ~~rounded~~including ~~down~~those tohighlighted ~~the~~in ~~nearest whole number of Units a holder would otherwise be entitled to purchase. Any excess subscription payments received by~~ the ~~Subscription~~section titled ~~Agent~~“Risk ~~will~~Factors” beimmediately ~~returned~~following asthis ~~soon~~prospectus ~~as practicable after expiration of the Rights Offering, without interest or penalty~~summary. ~~Similarly,~~Some ~~no fractional shares~~ of ~~common~~these ~~stock~~risks will be issued in connection with the exercise of a base warrant. If, upon exercise of a base warrant, the holder thereof would be entitled to receive a fractional share of common stock, upon exercise, the holder will only be entitled to receive a whole number of shares of common stock, rounded down to the nearest whole number. include:

~~What~~● ~~effect~~We are a pre-revenue company with a limited operating history. Since inception, we have incurred significant operating losses. At March 31, 2022, we had an accumulated deficit of approximately $7.4 million; ● We will ~~the~~need ~~Rights~~substantial ~~Offering~~additional funding to finance our operations through regulatory approval of one or more of our product candidates. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts; ● To date, we have onbeen entirely funded by the Goldberger family. Eli Goldberger is our co-founder, Chairman, Chief Operating Officer and largest stockholder. There can be no assurance that the Goldberger family will continue to fund our operations on favorable terms, if at all. We currently expect to use $625,000 of the net proceeds from this offering to repay approximately $625,000 (25%) of the principal on the outstanding ~~common~~promissory ~~stock?~~note issued to a member of the Goldberger family. ● We are entirely dependent on the success of our drug product candidates. If we are unable to obtain regulatory approval or commercialize one or more of these experimental treatments, or experience significant delays in doing so, our business will be materially harmed; ● We may not be able to successfully develop or commercialize our existing drug product candidates or develop new drug product candidates on a timely or cost-effective basis; ● Our business may be negatively affected by the ongoing COVID-19 pandemic;

~~Based~~● ~~on shares~~We ofdepend ~~our~~on ~~common~~a ~~stock~~limited ~~outstanding~~number as of , ~~2017,~~drug ~~along~~product ~~with~~candidates ~~warrants to purchase shares of common stock,~~ and ~~assuming no other transactions by us involving~~ our ~~common~~business ~~stock~~could ~~prior~~be tomaterially ~~the~~adversely ~~expiration~~affected ~~of the Rights Offering,~~ if ~~the~~one ~~Rights~~or ~~Offering~~more ~~is fully subscribed, approximately shares~~ of our ~~common~~key ~~stock~~drug ~~will~~product becandidates ~~issued~~do ~~and~~not ~~outstanding~~perform ~~and~~as ~~base~~well ~~warrants~~as toexpected ~~purchase~~and ~~approximately~~do ~~additional~~not ~~shares~~receive ofregulatory ~~our~~approval; ~~common~~● ~~stock~~We ~~will~~may be ~~outstanding~~in ~~(excluding~~ the ~~currently~~future, ~~outstanding~~a ~~warrants).~~party ~~The~~to ~~exact~~legal ~~number~~proceedings ~~of shares and base warrants~~ that wecould ~~will~~result ~~issue~~ in ~~this~~adverse ~~Rights Offering will depend on the number of Units that are subscribed for in the Rights Offering.~~ outcomes;

How was the Subscription Price determined?

In determining the Subscription Price, the pricing committee of our board of directors is expected to consider, among other things, the following factors:

• the current and historical trading prices of our common stock;

• the price at which shareholders might be willing to participate in the Rights Offering;

• the value of the base warrant being issued as a component of the Unit;

• our need for additional capital and liquidity;

• the cost of capital from other sources; and

•● ~~comparable~~Our ~~precedent~~competitors ~~transactions~~and other third parties may allege that we are infringing their intellectual property, forcing us to expend substantial resources in resulting litigation, and any unfavorable outcome of such litigation could have a material adverse effect on our business; ● We may experience failures of or delays in clinical trials which could jeopardize or delay our ability to obtain regulatory approval and commence product commercialization; ● We face intense competition from both brand and generic companies who have significant financial resources which could limit our growth and adversely affect our financial results; ● Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading, which could cause significant liability for us and harm our reputation. ● We will be competing against large existing well-funded pharmaceutical companies with existing and proposed competing products. ● We are subject to extensive governmental regulation and we face significant uncertainties and potentially significant costs associated with our efforts to comply with applicable regulations; ● We may not be able to develop or maintain our sales capabilities or effectively market or sell our products; ● Manufacturing or quality control problems may damage our reputation, require costly remedial activities or otherwise negatively impact our business; ● Our profitability may depend on coverage and reimbursement by third-party payors including government agencies, and healthcare reform and other future legislation may lead to reductions in coverage or reimbursement levels; ● We face risks related to health epidemics and outbreaks, including the ~~percentage~~COVID-19 pandemic, which could significantly disrupt our preclinical studies and clinical trials, research activities and therefore our receipt of ~~shares~~necessary ~~offered~~regulatory approvals could be delayed or prevented; ● We currently, and may in the future need to, license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms; of● We may not identify relevant third-party patents or may incorrectly interpret the ~~subscription~~relevance, ~~rights~~scope ~~being~~or ~~offered~~expiration of a third-party patent, ~~the~~which ~~subscription~~might ~~price~~adversely affect our ability to develop, manufacture and ~~the~~market ~~discount~~our products and product candidates; ● If we fail to comply with our obligations under any of our third-party agreements, we could lose license rights that ~~the~~are ~~subscription~~necessary ~~price~~to ~~represented~~develop our product candidates; Our future success depends on our ability to ~~the~~retain ~~immediately~~key ~~prevailing~~executives ~~closing~~and ~~prices~~to ~~for~~attract, ~~those~~retain ~~offerings~~and motivate qualified personnel; and ● After this offering, our directors, executive officers and certain stockholders (one of which is an affiliate of our Founder and Chief Operating Officer) will continue to own a majority of our common stock and, if they choose to act together, will be able to exert absolute control over matters subject to stockholder approval.

In conjunction with the review of these factors, our pricing committee will also review our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition. Our pricing committee believes that the Subscription Price should be designed to provide an incentive to our current shareholders and holders of the participating warrants to participate in the Rights Offering and exercise their Basic Subscription Right and their Over-Subscription Privilege.

The Subscription Price does not necessarily bear any relationship to any established criteria for value. You should not consider the Subscription Price as an indication of actual value of our company or our common stock. We cannot assure you that the market price of our common stock will not decline during or after the Rights Offering. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable.

Am I required to exercise all of the Basic Subscription Rights I receive in the Rights Offering?

No. You may exercise any number of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights. If you do not exercise any Basic Subscription Rights, the number of shares of our common stock or number of shares underlying our warrants you own will not change. However, if you choose to not exercise your Basic Subscription Rights in full, your proportionate ownership interest in our company will decrease. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

How soon must I act to exercise my Subscription Rights?

If you received a Subscription Rights Statement and elect to exercise any or all of your Subscription Rights, the Subscription Agent must receive your completed and signed Subscription Rights Statement and payment for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, including final clearance of any uncertified check, before the Rights Offering expires on , 2017, at 5:00 PM Eastern Time. If you hold your shares in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

May I transfer my Subscription Rights?

No. The Subscription Rights may be exercised only by the shareholders or participating warrant holders to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, a Subscription Rights Statement may be completed only by the shareholder or participating warrant holder who receives the statement. The Subscription Rights will not be listed for trading on any stock exchange or market.

Will our directors and executive officers participate in the Rights Offering?

To the extent they hold common stock as of the Record Date, our directors and executive officers will be entitled to participate in the Rights Offering on the same terms and conditions applicable to other Rights holders. While none of our directors or executive officers has entered into any binding commitment or agreement to exercise Subscription Rights received in the Rights Offering, our directors and executive officers have indicated interests in subscribing for up to an aggregate of $ million in the Rights Offering, subject to potential proration.

Has the board of directors made a recommendation to shareholders and warrant holders regarding the Rights Offering?

No. Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. Stockholders and holders of the participating warrants who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade after the Rights Offering. On , 2017, the closing price of our common stock was $ per share. The market price for our common stock may be above the Subscription Price or may be below the Subscription Price. If you exercise your Subscription Rights, you may not be able to sell the underlying shares of our common stock or base warrants in the future at the same price or a higher price. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering and the information contained in this prospectus. See "Risk Factors" for discussion of some of the risks involved in investing in our securities.

How do I exercise my Subscription Rights?

If you are a shareholder of record (meaning you hold your shares of our common stock in your name and not through a broker, dealer, bank, or other nominee) or a holder of the participating warrants and you wish to participate in the Rights Offering, you

~~must deliver a properly completed and signed Subscription Rights Statement, together with payment~~ Summary of the Subscription Price for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, to the Subscription Agent before 5:00 PM Eastern Time, on , 2017. If you are exercising your Subscription Rights through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and payment for the Units subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. Offering

What if my shares are held in "street name"?

*Shares being Offered:*

*Common Stock Outstanding* *Before this Offering*		113,270,751

*Common Stock Outstanding* *After this Offering*

*Use of Proceeds*		We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $_____ million (or approximately $______ million if the underwriters exercise their option to purchase additional shares in full). We intend to use substantially all of the net proceeds from this offering to continue to fund research and development of our EOM613 and EOM147 drug candidates, conduct clinical trials, repay a portion of our outstanding Convertible Promissory Note issued to a principal stockholder, and for working capital and other general corporate purposes. See “Use of Proceeds”
*Underwriters’ over-allotment option*		We have granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional _________ shares (15% of the total number of shares to be offered by us in the offering).

*Trading Market for our Common* *Stock*		Our Common Stock is currently traded on the Pink Sheets of the OTC Market under the symbol “IMUC”. We have applied to have our Common Stock listed for trading on the Nasdaq Capital Market. There can be no assurance that our Common Stock will be approved for trading on the Nasdaq.

*Risk Factors*		See “Risk Factors” beginning on page 11 of this prospectus and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

IfThe number ~~you~~of ~~hold your~~ shares of our common stock into ~~the~~be ~~name~~outstanding ofafter athis ~~broker,~~offering ~~dealer,~~is ~~bank,~~based oron ~~other nominee~~113, ~~then your broker~~270,751 ~~dealer,~~shares ~~bank,~~of orour ~~other~~common ~~nominee~~stock isoutstanding as ~~the record holder~~ of ~~the~~March ~~shares~~31, ~~you own. The record holder must exercise the Subscription Rights on your behalf. Therefore~~2022, ~~you~~and ~~will~~does ~~need~~not toinclude ~~have~~as ~~your~~of ~~record~~such ~~holder act for you.~~ date:

~~If you wish to participate in this Rights Offering and purchase Units~~● 4,168,998 ~~please~~shares ~~promptly contact the record holder~~ of ~~your~~common ~~shares.~~stock Weissuable ~~will~~upon ~~ask~~exercise ~~the record holder~~ of ~~your~~warrants ~~shares,~~outstanding ~~who~~as ~~may~~of beMarch ~~your broker~~31, ~~dealer~~2022, ~~bank,~~at oran ~~other~~exercise ~~nominee, to notify you~~ price of ~~this~~$0.60 ~~Rights~~per ~~Offering.~~share; and

~~What~~● 4.168,998 ~~form~~shares of ~~payment~~common isstock ~~required?~~issuable upon the conversion, at the option of the Holder of our Convertible Promissory Note, at an exercise price of $0.60 per share.

~~You~~Except as ~~must~~otherwise ~~timely~~indicated ~~pay~~herein, ~~the~~all ~~full~~information ~~Subscription~~in ~~Price~~this ~~for~~prospectus ~~the full number of Units you wish to acquire pursuant to the exercise of Subscription Rights by delivering to the Subscription Agent a~~assumes:

•● no ~~cashier's~~exercise ~~check~~by ~~drawn~~the onunderwriters aof ~~U.S.~~their ~~bank~~option to purchase an additional _____ shares of common stock, to cover over-allotments, if any; orand

•● a ~~wire~~1-for-___ ~~transfer~~reverse stock split of our common stock that was implemented on ______________, 2022, pursuant to which (i) every _____ shares of outstanding common stock were decreased to one share of common stock, (ii) the number of shares of common stock for which each outstanding warrant or option to purchase common stock is exercisable was proportionally decreased on 1-for-_____ basis, and (iii) the exercise price of each outstanding warrant or option to purchase common stock was proportionately increased on a 1-for-______ basis, (the “Reverse Stock Split”).

If you send a payment that is insufficient to purchase the number of Units you requested, or if the number of Units you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received.

When will I receive my new shares of common stock and base warrants?

The Subscription Agent will arrange for the issuance of the common stock and base warrants as soon as practicable after the expiration of the Rights Offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. All shares and base warrants that you purchase in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares or warrants. If you hold your shares in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering.

When will I receive my pre-funded warrants?

If you elect to receive any pre-funded warrants, the Subscription Agent will arrange for the issuance of the pre-funded warrants as soon as practicable after the expiration of the Rights Offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. All pre-funded warrants will be issued in physical form.

After I send in my payment and Subscription Rights Statement to the Subscription Agent, may I cancel my exercise of Subscription Rights?

No. Exercises of Subscription Rights are irrevocable unless the Rights Offering is terminated, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights. You should not exercise your Subscription Rights unless you are certain that you wish to purchase Units at the Subscription Price.

How much will our company receive from the Rights Offering?

Assuming that all Units are sold in the Rights Offering, we estimate that the net proceeds from the Rights Offering will be approximately $ million, based on the Subscription Price of $ per Unit, after deducting fees and expenses payable to the dealer-manager, and after deducting other expenses payable by us and excluding any proceeds received upon exercise of any base warrants issued in the Rights Offering.

Are there risks in exercising my Subscription Rights?

Yes. The exercise of your Subscription Rights involves risks. Exercising your Subscription Rights involves the purchase of additional shares of our common stock and base warrants to purchase common stock and you should consider this investment as carefully as you would consider any other investment. We cannot assure you that the market price of our common stock will exceed the Subscription Price, nor can we assure you that the market price of our common stock will not further decline during or after the Rights Offering. We also cannot assure you that you will be able to sell shares of our common stock or base

~~warrants~~SUMMARY FINANCIAL purchased in the Rights Offering at a price equal to or greater than the Subscription Price. In addition, you should carefully consider the risks described under the heading "Risk Factors" for discussion of some of the risks involved in investing in our securities. DATA

~~Can~~You should read the ~~board~~following summary financial data together with our financial statements and the related notes appearing at the end of ~~directors~~this ~~terminate~~prospectus orand ~~extend~~the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus. We have derived the ~~Rights~~statement ~~Offering?~~of operations data from our audited consolidated financial statements for the year ended December 31, 2021, and for the period from March 27, 2020 (Inception) through December 31, 2020, and from our unaudited interim condensed consolidated financial statements for the periods ended March 31, 2022, and 2021. We have derived the balance sheet data from our unaudited interim condensed consolidated financial statements for the period ended March 31, 2022. Our historical results are not necessarily indicative of results that should be expected in any future period.

~~Yes.~~On December ~~Our~~1, ~~board~~2021, ofwe ~~directors~~completed ~~may~~the ~~decide~~acquisition toof ~~terminate~~EOM ~~the~~Pharmaceuticals, ~~Rights~~Inc. ~~Offering~~The attransaction ~~any~~was ~~time~~accounted ~~and~~ for ~~any~~as ~~reason~~a ~~before~~reverse ~~the~~merger, ~~expiration~~with EOM ofPharmaceuticals, ~~the Rights Offering~~Inc. Wedeemed ~~also have the right~~ to ~~extend~~be the ~~Rights~~accounting ~~Offering~~acquirer ~~for~~and ~~additional~~ImmunoCellular ~~periods~~Therapeutics ~~in our sole discretion~~Ltd. Wedeemed ~~do not presently intend~~ to ~~extend~~be the ~~Rights~~legal ~~Offering~~acquirer. Accordingly, Wethese ~~will~~summary ~~notify~~financial ~~shareholders~~data ~~and~~reflect ~~warrant holders if~~ the ~~Rights~~historical ~~Offering~~activity isof ~~terminated~~EOM orPharmaceuticals, ~~extended by issuing a press release~~Inc.

If the Rights Offering is not completed or is terminated, will my subscription payment be refunded to me?

				From March 27, 2020			Three Months Ended
				(Inception) to			March 31,
	December 31, 2021			December 31, 2020			2022			2021

Statement of Operations Data:
Research and Development	$	1,301,437		$	696,718		$	383,247		$	506,977
Marketing and Advertising		554,025			474,000			39,565			356,600
General and administrative		758,000			282,274			372,788			143,351
Total Operating Expenses		2,613,462			1,452,992			795,600			1,006,928
Loss from Operations		(2,613,462	)		(1,452,992	)		(795,600	)		(1,006,928	)
Other income (expense)		-						-			-
Interest income (expense) (net)		8,462			-			10,292			-
Loss on debt extinguishment		2,527,078			-			-			-
Total Other income (expense)		(2,535,540	)		-			10,292			-
Net loss	$	(5,149,002	)	$	(1452,992	)	$	(785,308	)	$	(1,006,928	)

(Loss) per share - basic and diluted:		(0.11	)		(0.03	)		(0.01	)		(0.02	)
Weighted Average common shares outstanding-basic and diluted⁽¹⁾:		47,535,953			45,075,538			113,270,751			45,075,538

~~Yes.~~(1) ~~The~~See ~~Subscription~~Note ~~Agent~~1 ~~will~~to ~~hold~~our ~~all~~audited ~~funds~~consolidated itfinancial ~~receives~~statements inas ~~a segregated bank account until completion~~ of ~~the~~December ~~Rights~~31, ~~Offering.~~2021 Ifand weour dounaudited ~~not~~interim ~~complete~~condensed ~~the~~consolidated ~~Rights~~financial ~~Offering,~~statement ~~all~~for ~~subscription payments received by~~ the ~~Subscription~~three-month ~~Agent~~periods ~~will~~ended beMarch ~~returned~~31, as2022 ~~soon~~and as2021, ~~practicable~~appearing ~~after~~at the ~~termination~~end ~~or expiration~~ of ~~the~~this ~~Rights~~prospectus ~~Offering, without interest or penalty. If you own shares in "street name," it may take longer~~ for ~~you~~further todetails ~~receive~~on ~~your subscription payment because~~ the ~~Subscription~~calculation ~~Agent~~of ~~will~~basic ~~return~~and ~~payments~~diluted ~~through~~net ~~the~~loss ~~record~~per ~~holder~~common ~~of your shares~~share.

How do I exercise my Rights if I live outside the United States?

	March, 31, 2022
	Actual			As Adjusted⁽¹⁾
Balance Sheet Data:
Cash	$	933,148		$
Working capital	$	374,531		$
Total assets	$	1,102,610		$
Accounts payable and accrued expenses	$	728,079		$
Accumulated deficit	$	(7,387,302	)	$
Stockholders’ equity (deficit)	$	(2,401,133	)	$

~~The~~(1) ~~Subscription~~As ~~Agent~~adjusted ~~will~~giving ~~hold~~effect ~~Subscription~~to ~~Rights~~our ~~Statements~~issuance ~~for~~and ~~shareholders~~sale ~~having~~of ~~addresses~~___________ ~~outside~~shares ~~the~~of ~~United~~our ~~States.~~common Tostock ~~exercise~~in ~~Subscription~~this ~~Rights,~~offering ~~foreign~~at ~~shareholders~~the ~~must~~assumed ~~notify~~offering ~~the~~price ~~Subscription~~of ~~Agent~~$__________per ~~and~~share, ~~timely~~after ~~follow~~deducting ~~other~~estimated ~~procedures~~underwriting ~~described~~discounts inand ~~the~~commissions ~~section~~and ~~entitled~~estimated ~~“Description~~offering ofexpenses ~~the~~payable ~~Rights~~by ~~Offering—Foreign Shareholders~~us."

What fees or charges apply if I purchase shares in the Rights Offering?

We are not charging any fee or sales commission to issue Subscription Rights to you or to issue shares or base warrants to you if you exercise your Subscription Rights. If you exercise your Subscription Rights through a broker, dealer, custodian bank, or other nominee, you are responsible for paying any fees your broker, dealer, bank, or other nominee may charge you.

What are the U.S. federal income tax consequences of exercising my Subscription Rights?

For U.S. federal income tax purposes, we do not believe you should recognize income or loss in connection with the receipt or exercise of Subscription Rights in the Rights Offering. You should consult your tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. For a more detailed discussion, see "Material U.S. Federal Income Tax Consequences."

To whom should I send my forms and payment?

If your shares are held in the name of a broker, dealer, bank, or other nominee, then you should send your subscription documents and subscription payment to that broker, dealer, bank, or other nominee. If you are the record holder or a holder of participating warrants, then you should send your Subscription Rights Statement and payment of your subscription price to the Subscription Agent by first class mail or courier service to:

By Mail: Computershare Trust Company, N.A. Attn Corporate Actions

P.O. Box 43011

Providence RI 02940-3011

By Overnight Courier: Computershare Trust Company, N.A.

Attn Corporate Actions

250 Royall Street – Suite V

Canton MA 02021

You or, if applicable, your nominee are solely responsible for completing delivery to the Subscription Agent of your subscription documents, Subscription Rights Statement and payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent before the expiration of the Rights Offering at 5:00 PM Eastern Time on , 2017.

~~Whom should I contact if I have other questions?~~ RISK FACTORS

IfAny investment ~~you~~in ~~have~~our ~~other~~Common ~~questions~~Stock orinvolves ~~need~~a ~~assistance,~~high ~~please~~degree ~~contact~~of risk. Investors should carefully consider the ~~dealer~~risks described below and all of the information contained in this prospectus before deciding whether to purchase our Common Stock. Our business, financial condition and results of operations could be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-~~manager~~looking ~~for~~statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the ~~Rights~~risks ~~Offering:~~we face as described below and elsewhere in this prospectus.

~~Maxim~~Risks Related ~~Group~~to ~~LLC~~Our ~~405~~Financial ~~Lexington~~Position ~~Avenue~~and ~~New~~Need ~~York,~~for ~~New~~Additional ~~York 10174 Attention Syndicate Department Email: syndicate@maximgrp.com Telephone: (212) 895-3745~~Capital

~~Who~~We are isan ~~the dealer~~early-~~manager?~~clinical stage pharmaceutical company with a limited operating history.

~~Maxim~~We were ~~Group~~established ~~LLC~~and ~~will~~began ~~act~~operations asin ~~dealer-manager~~2020. ~~for~~Our ~~the~~operations ~~Rights~~to ~~Offering.~~date ~~Under~~have ~~the~~been ~~terms~~limited ~~and~~to ~~subject~~financing toand ~~the~~staffing ~~conditions~~our ~~contained~~company, inand ~~the~~conducting clinical ~~dealer-manager~~trials ~~agreement,~~outside the ~~dealer-manager~~United ~~will~~States ~~use~~of ~~its~~our ~~best~~EOM613 ~~efforts~~formulation tofor ~~solicit~~complications ~~the~~resulting ~~exercise~~from ~~of Subscription Rights~~COVID-19. We have ~~agreed~~not toyet ~~pay~~ demonstrated the ~~dealer-manager~~ability ~~certain fees for acting as dealer-manager and~~ to ~~reimburse~~successfully ~~the~~complete ~~dealer-manager~~a ~~for certain out~~large-~~of-pocket~~scale, ~~expenses~~pivotal ~~incurred~~clinical intrial, ~~connection~~obtain ~~with~~marketing ~~this~~approval, ~~offering.~~manufacture ~~The~~a ~~dealer-manager~~commercial isscale product, ~~not~~arrange ~~underwriting~~for ora ~~placing~~third ~~any~~party ofto ~~the~~do ~~Subscription~~so ~~Rights~~on orour ~~the Units~~behalf, ~~shares of common stock~~ or ~~base~~conduct ~~warrants~~sales ~~being issued in this offering,~~ and ~~does~~marketing ~~not~~activities ~~make~~necessary ~~any~~for ~~recommendation~~successful ~~with~~product commercialization. ~~respect~~Consequently, topredictions ~~such~~about ~~Subscription~~our ~~Rights~~future ~~(including~~success ~~with respect to the exercise~~ or ~~expiration~~viability ofmay ~~such~~not ~~Subscription~~be ~~Rights),~~as ~~Units,~~accurate ~~shares~~as ofthey ~~common~~could ~~stock~~be orif ~~base~~we ~~warrants. See "Plan of Distribution" for~~ had a ~~discussion~~history of ~~the~~successfully ~~fees~~developing and ~~expenses~~commercializing topharmaceutical ~~be paid to the dealer-manager in connection with this Rights Offering~~products.

Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development, especially early clinical stage pharmaceutical companies such as ours. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we cannot assure you that we will be able to, among other things:

	●	successfully implement or execute our current business plan, and we cannot assure you that our business plan is sound;

	●	successfully manufacture our clinical product candidates and establish a commercial supply;

	●	successfully complete the clinical trials necessary to obtain regulatory approval for the marketing of our product candidates;

	●	secure market exclusivity and/or adequate intellectual property protection for our product candidates;

	●	attract and retain an experienced management and advisory team;

	●	secure acceptance of our product candidates in the medical community and with third-party payors and consumers;

	●	raise sufficient funds in the capital markets or otherwise to effectuate our business plan; and

	●	utilize the funds that we do have and/or raise in this offering or in the future to efficiently execute our business strategy.

If we cannot successfully execute any one of the foregoing, our business may fail and your investment will be adversely affected.

~~PROSPECTUS~~We have ~~SUMMARY~~incurred losses since inception and anticipate that we will continue to incur losses for the foreseeable future. We are not currently profitable, and we may never achieve or sustain profitability.

~~This~~We are ~~summary~~an ~~highlights~~early ~~certain~~clinical ~~information~~stage ~~about~~biopharmaceutical ~~us,~~company ~~this~~with ~~offering~~a ~~and~~limited ~~selected~~operating ~~information~~history ~~contained elsewhere in this prospectus~~ and inhave ~~the~~incurred ~~documents~~losses ~~incorporated~~since byour ~~reference~~formation. We ~~This~~incurred ~~summary~~a isnet ~~not~~loss ~~complete~~of ~~and~~approximately ~~does~~$800,000 ~~not~~for ~~contain all of~~ the ~~information~~three-months ~~that~~ended ~~you~~March ~~should~~31, ~~consider~~2022 ~~before~~and ~~deciding~~$5.1 ~~whether~~million tofor the ~~invest~~year inended ~~our~~December ~~securities~~31, 2021. ~~For~~As ~~a more complete understanding~~ of ~~our~~March ~~company~~31, ~~and this offering~~2022, we ~~encourage~~had ~~you~~an toaccumulated ~~read~~loss ~~and~~of ~~consider~~approximately ~~carefully~~$7.4 ~~the~~million. We ~~more~~have ~~detailed~~not ~~information~~commercialized ~~contained~~any inproduct orcandidates ~~incorporated~~and byhave ~~reference~~never ingenerated ~~this~~revenue ~~prospectus,~~from ~~including~~ the ~~information~~commercialization ~~contained~~of ~~under~~any ~~the~~product. ~~heading~~To ~~“Risk~~date, we ~~Factors”~~have ~~beginning~~devoted onmost ~~page 19~~ of ~~this~~our ~~prospectus,~~financial ~~and~~resources ~~the~~to ~~information~~research ~~included~~and indevelopment, ~~any~~including ~~free~~our ~~writing~~clinical ~~prospectus~~work, ~~that~~and weto ~~have~~intellectual ~~authorized for use in connection with this offering~~property.

~~Throughout~~We expect ~~this~~to ~~prospectus,~~incur significant additional operating losses for the ~~terms~~next “several years, at least, as we advance EOM613 and EOM147 through clinical development,” ~~“us~~complete clinical trials,” “seek regulatory approval and commercialize our formulas,” ~~and~~if “approved. The costs of advancing product candidates into each clinical phase tend to increase substantially over the duration of the clinical development process. Therefore, the total costs to advance any of our ~~company”~~product ~~refer~~candidates to ~~ImmunoCellular~~marketing ~~Therapeutics~~approval in even a single jurisdiction will be substantial. Because of the numerous risks and uncertainties associated with pharmaceutical product development, ~~Ltd~~we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to begin generating revenue from the commercialization of any products or achieve or maintain profitability. Our expenses will also increase substantially if and as we:

~~Company~~● ~~Overview~~are required by the FDA, to complete the various animal toxicity and dosing studies ● are required by the FDA, to complete the various phases in human trials; ● establish a sales, marketing and distribution infrastructure to commercialize our drugs, if approved, and for any other product candidates for which we may obtain marketing approval; ● maintain, expand and protect our intellectual property portfolio; ● hire additional clinical, scientific and commercial personnel; ● add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts, as well as to support our transition to a public reporting company; and ● acquire or in-license or invent other product candidates or technologies.

~~ImmunoCellular Therapeutics~~Furthermore, our ~~Ltd.~~ability isto asuccessfully ~~clinical-stage~~develop, ~~biotechnology~~commercialize ~~company~~and ~~that~~license isany ~~developing~~product ~~immune-based~~candidates ~~therapies~~and ~~for~~generate ~~the~~product ~~treatment~~revenue ofis ~~cancers.~~subject ~~Immunotherapy~~to issubstantial additional anrisks ~~emerging~~and ~~approach~~uncertainties, toas ~~treating~~described ~~cancer~~under in“Risks ~~which~~Related ato ~~patient’s~~Development, ~~own~~Clinical ~~immune~~Testing, ~~system~~Manufacturing isand ~~stimulated~~Regulatory Approval” and “Risks Related to ~~target~~Commercialization.” ~~tumor~~As ~~antigens~~a result, ~~which~~we ~~are~~expect ~~molecular~~to ~~signals~~continue ~~that~~to ~~the~~incur ~~immune~~net ~~system~~losses ~~uses~~and tonegative cash ~~identify~~flows ~~foreign~~for ~~bodies.~~the ~~While~~foreseeable ~~some~~future. ~~other~~These ~~cancer~~net ~~immunotherapies~~losses ~~only~~and ~~target~~negative acash ~~single~~flows ~~cancer~~have ~~antigen~~had, ~~our~~and ~~technology~~will ~~can~~continue ~~elicit~~to have, an ~~immune~~adverse ~~response~~effect on ~~against~~our ~~several~~stockholders’ ~~antigens~~equity and working capital. ~~Our~~The ~~clinical~~amount ~~stage~~of ~~cancer~~our ~~immunotherapy~~future ~~programs~~net ~~are~~losses ~~also~~will ~~distinguished~~depend, byin part, on the ~~fact~~rate ~~that~~of ~~they~~future growth ~~target~~of ~~cancer~~our ~~stem~~expenses ~~cells~~and ~~(CSCs),~~our ~~which~~ability ~~are~~to ~~the~~generate ~~primary~~revenues. ~~drivers~~If ofwe ~~tumor~~are ~~growth~~unable ~~and~~to ~~disease~~develop ~~recurrence.~~and ~~Our~~commercialize ~~most~~one ~~advanced~~or more product ~~candidate~~candidates, either ~~ICT-107~~alone or through collaborations, ~~recently~~or ~~began~~if ~~phase~~revenues 3from ~~testing~~any inproduct ~~which~~that wereceives ~~anticipate~~marketing ~~randomizing~~approval ~~approximately~~are ~~542~~insufficient, ~~patients~~we atwill ~~approximately~~not achieve ~~120~~profitability. ~~clinical~~Even ~~sites~~if inwe ~~the~~do ~~U.S.~~achieve profitability, ~~Canada~~we ~~and~~may ~~Europe.~~not Inbe ~~addition,~~able to sustain profitability or meet outside expectations for our profitability. If we ~~have~~are aunable ~~portfolio~~to ofachieve ~~other~~or ~~potential~~sustain ~~therapeutic~~profitability ~~immunotherapies~~or ~~using~~to meet outside expectations for our ~~proprietary~~profitability, ~~approach~~the value toof ~~treating~~our ~~cancer~~common stock will be materially and adversely affected.

~~ICT-107,~~Even if ~~our~~this ~~lead~~offering ~~product candidate,~~ is ~~a dendritic cell (DC) immunotherapy for the treatment of newly diagnosed glioblastoma multiforme (GBM)~~successful, ~~the~~we ~~most~~will ~~common~~require ~~and~~additional ~~lethal~~capital ~~type of brain cancer. ICT-107 is designed~~ to ~~activate~~fund aour patient’s immune system to target six different tumor-associated antigens. ICT-107 has completed phase 2 testing with results reported in December 2013. Additional updated results were reported in June 2014 and November 2014. In November 2015operations, ~~overall survival (OS) was additionally updated~~ and ~~reported.~~if ~~The~~we ~~phase~~fail 2to ~~clinical~~obtain ~~trial~~necessary ~~was designed as a double-blind~~financing, we ~~placebo-controlled~~may ~~(2:1~~not ~~randomized),~~be ~~multicenter~~able ~~evaluation~~to ofcomplete the ~~safety~~development and ~~efficacy~~commercialization of ~~ICT-107~~our ~~in patients with newly diagnosed GBM~~drugs. From January 2011 until September 2012, 124 patients were randomized to standard of care treatment plus ICT-107 or standard of care plus placebo (i.e. control). The most recent results are summarized in Table 1.

Table 1.
Overall Survival*		Median Overall Survival - in Months
Population	Patients Randomized	Treatment Group	Placebo Group	Difference	P Value	HR Ratio
Intent to treat (ITT)	124	18.3	16.7	1.6	0.436	0.846
Per Protocol (PP) HLA-A2
MGMT Methylated	31	37.7	23.9	13.8	0.645	0.800
MGMT Unmethylated	38	15.8	11.8	4.0	0.326	0.704

Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial amounts to advance the clinical development of and launch and commercialize our product candidates if we receive regulatory approval. Following this offering, we will require additional capital for further research and development and commencement of clinical trials of EOM613 and EOM147 and may also need to raise additional funds sooner to pursue a more accelerated development of our formulas. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs, clinical trials or any future commercialization efforts.

Progression Free Survival*		Median Progression Free Survival - in Months
Population	Patients Randomized	Treatment Group	Placebo Group	Difference	P Value	HR Ratio
ITT	124	11.4	10.1	1.3	0.033	0.640
PP HLA-A2
MGMT Methylated	31	24.1	8.5	15.6	0.004	0.257
MGMT Unmethylated	38	10.5	6.0	4.0	0.364	0.720
* Overall survival data from October 2015; progression free survival from October 2014.

AsWe believe ~~reported~~that inthe ~~November~~net ~~2015,~~proceeds ~~ICT-107~~from ~~treated~~this ~~patients~~offering ~~had~~will aenable ~~numerical~~us ~~advantage in median OS of 1.6 months more than control patients in the intent-~~to~~-treat~~ ~~(ITT)~~fund ~~population~~our ~~but~~operating ~~the~~expense ~~difference~~requirements inthrough ~~survival~~December ~~between~~2023 ~~ICT-107 and control treated patients (~~following the ~~primary~~closing ~~efficacy endpoint~~ of ~~the~~this ~~trial) did not reach statistical significance (p-value = 0~~offering.~~44;~~ ~~Hazard~~We ~~Ratio~~have =based ~~0.85).~~this ~~For~~estimate ~~Progression-Free~~on ~~Survival~~assumptions ~~(PFS),~~that anmay ~~important~~prove ~~secondary~~to ~~efficacy~~be ~~endpoint~~wrong, ~~the~~and ~~most~~we ~~updated~~could ~~results~~deploy ~~were~~our ~~reported~~available capital inresources ~~November~~sooner ~~2014~~than ~~when~~we ~~ICT-107~~currently ~~treated patients had a 1~~expect.3 ~~month~~Our ~~advantage~~future infunding ~~median~~requirements, ~~PFS~~both ~~compared~~near ~~with control treated patients in the ITT population. This difference in PFS between ICT-107~~ and ~~control treated patients reached statistical significance (p~~long-~~value~~term, =will ~~0.03;~~depend ~~Hazard~~on ~~Ratio~~many ~~= 0.64). ICT-107 was generally well tolerated~~factors, including, ~~with~~but nonot ~~imbalance~~limited into ~~adverse events between~~ the ~~treated and control groups.~~:

~~Patients~~● ~~in the phase 2 study were HLA-A1~~initiation, A2progress, ~~or dual A1/A2. HLA type refers to a person’s human leukocyte antigen status~~timing, ~~which~~costs ~~corresponds~~and toresults ~~a family~~ of ~~genes~~preclinical ~~that~~studies ~~regulate~~and ~~the~~clinical ~~immune~~trials, ~~system. Though~~including ~~the~~patient ~~ICT-107~~enrollment ~~immunotherapy~~in issuch ~~designed~~trials, for ~~all~~EOM613 ~~three of these HLA types, the most benefit~~ and ~~best~~EOM147 ~~immune~~or ~~responses~~any ~~were~~other ~~observed~~future inproduct ~~patients~~candidates; ~~who~~● ~~were~~various ~~HLA-A2~~clinical ~~positive~~development ~~(about~~plans ~~50%~~we ofestablish ~~the~~for ~~GBM~~EOM613 ~~population~~and inEOM147 ~~the US~~ and ~~Europe).~~any ~~Thus,~~other ~~the~~future ~~phase~~product 3candidates; ~~includes~~● ~~only~~number ~~patients~~and ~~who~~characteristics ~~are~~of ~~HLA-A2~~product ~~positive.~~candidates Wethat ~~analyzed~~we ~~HLA-A2~~discover ~~positive patients according to their MGMT gene status (unmethylated~~ or ~~methylated)~~in-license ~~which~~and isdevelop; a● ~~known~~outcome, ~~predictor~~timing ofand ~~responsiveness~~cost ~~to standard~~ of ~~care~~regulatory ~~chemotherapy. MGMT~~review isby ~~a gene involved with DNA repair. As~~ the ~~standard~~FDA ofand ~~care~~comparable ~~chemotherapy~~foreign inregulatory ~~GBM works by damaging DNA~~authorities, anincluding ~~active~~the ~~repair~~potential ~~mechanism~~for ~~diminishes~~the FDA or ~~precludes~~comparable ~~benefit~~foreign ~~from~~regulatory ~~chemotherapy. MGMT~~authorities ~~unmethylated~~to ~~tumor~~require ~~cells~~that ~~can~~we ~~repair~~perform ~~DNA~~more ~~damage,~~studies ~~while~~than ~~MGMT~~those ~~methylated~~that ~~cells cannot. While the subgroups~~ we ~~analyzed~~planned ~~were~~for; ~~small~~● incosts ~~size~~of filing, ~~and not powered to show statistical significance~~prosecuting, ~~the~~defending ~~numeric~~and ~~advantages~~enforcing inany ~~favor~~patent ofclaims ~~the~~and ~~ICT-107-treated~~maintaining ~~patients were shown to be large~~ and ~~potentially~~enforcing ~~clinically~~other ~~meaningful.~~intellectual ~~Median~~property OSrights; ~~for~~● ~~the~~effects ~~HLA-A2~~of ~~methylated~~competing ~~MGMT~~technological ~~per~~and ~~protocol~~market ~~(PP)~~developments; ~~population~~● ~~was~~costs ~~37.7 months for the ICT-107 patients~~ and ~~23.9~~timing ~~months~~of ~~for~~ the ~~control~~implementation ~~group,~~of ~~representing a 13.8 month median OS numeric benefit for the ICT~~commercial-~~107~~scale ~~treated~~manufacturing ~~group while not achieving statistical significance (p-value = 0.65~~activities; ~~Hazard~~● ~~ratio~~costs =and ~~0.80).~~timing ~~Median~~of OSestablishing ~~for~~sales, ~~the~~marketing ~~HLA-A2 unmethylated MGMT PP population was 15.8 months for ICT-107 patients~~ and ~~11.8~~distribution ~~months~~capabilities for ~~the~~any ~~control~~product ~~group,~~candidates ~~representing a 4 month median OS numeric benefit~~ for ~~the~~which ~~ICT-107~~we ~~treated~~may ~~group~~receive ~~while~~regulatory ~~not~~approval; ~~achieving~~and ~~statistical~~● ~~significance~~cost ~~(p-value~~associated =with ~~0.33;~~being ~~Hazard~~a ~~Ratio~~public ~~= 0~~company.~~70).~~

WeIf we ~~decided~~are unable to ~~pursue~~expand ~~phase~~our 3operations ~~testing~~or ofotherwise ~~ICT-107~~capitalize ~~in HLA-A2 patients~~ on ~~the~~our ~~basis~~business ofopportunities ~~the~~due ~~updated phase 2 ICT-107 trial data, post-phase 2 discussions with U.S. and European regulators and consultation with GBM key opinion leaders. In addition~~ to ~~focusing~~a ~~only~~lack onof ~~HLA-A2 patients~~capital, weour ~~made~~ability ~~several changes~~ to become ~~the~~profitable ~~phase~~will 3be ~~protocol based on the phase 2 results and analysis~~compromised.

•Raising additional Ancapital ~~anergy~~may ~~test~~cause ~~was~~dilution ~~added~~ to ~~patient~~our ~~screening.~~stockholders, ~~This~~including ~~test~~purchasers ~~seeks~~of tocommon ~~identify~~stock ~~patients~~in ~~with~~this aoffering, ~~properly~~restrict ~~functioning~~our ~~immune~~operations or ~~system,~~require ~~which~~us isto anrelinquish ~~important~~rights ~~consideration~~to ~~when~~our ~~testing~~technologies anor ~~immune-based~~product ~~therapy~~candidates.

•Until such ~~More~~time, ~~doses~~if ~~are~~ever, ~~included~~as inwe ~~the~~can ~~phase~~generate 3substantial ~~protocol.~~revenue, ~~Patients~~we ~~are~~may ~~dosed~~finance ~~until~~our ~~they~~cash ~~progress~~needs orthrough ~~run~~a ~~out~~combination of ~~treatment~~equity orofferings, debt ~~placebo. In the first year~~financings, ~~after~~marketing ~~standard~~and ofdistribution ~~care~~arrangements ~~surgery~~ and ~~chemoradiation~~other collaborations, ~~patients~~strategic ~~receive~~alliances ~~four induction doses in the first month~~ and ~~then~~licensing ~~monthly~~arrangements ~~maintenance~~or other ~~doses thereafter~~sources. ~~The~~We ~~phase~~do 3not ~~design~~currently ~~now~~have ~~includes~~any 15committed ~~doses~~external insource ~~the~~of ~~first~~funds. ~~year~~In ifaddition, ~~the~~we ~~patient~~may ~~does~~seek ~~not~~additional ~~progress~~capital ~~compared~~due to ~~seven~~favorable market ~~doses~~conditions inor ~~the~~strategic ~~phase~~considerations, 2even ~~design.~~if ~~The~~we ~~intent~~believe isthat towe ~~give~~have ~~patients~~sufficient ~~the~~funds ~~opportunity~~for toour ~~mount~~current anor ~~immune~~future ~~response~~operating ~~to treatment~~plans.

•To the Anextent ~~updated~~that ~~progression~~we ~~assessment~~raise isadditional ~~included.~~capital ~~Progression~~through ~~will~~the ~~now~~sale beof ~~assessed~~equity ~~using~~or convertible debt securities, your ownership interest will be diluted, and the ~~iRANO~~terms ~~criteria~~of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. ~~This~~Debt ~~methodology~~financing isand anpreferred ~~update~~equity ~~from~~financing, ~~the~~if ~~RANO~~available, ~~criteria~~may ~~utilized~~involve inagreements ~~the~~that ~~phase~~include 2covenants ~~trial~~limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. ~~Because~~If ~~dosing~~we ~~stops~~raise additional ~~once~~funds athrough ~~patient~~collaborations, ~~has~~strategic ~~progressed~~alliances or marketing, ~~accurate~~distribution ~~progression~~or ~~assessment~~licensing isarrangements ~~important~~with ~~for~~third ~~keeping~~parties, we ~~patients~~may be required to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates or grant licenses on ~~the~~terms ~~trial~~that asmay ~~long~~not asbe, ~~possible~~in hindsight, favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate product candidate development or future commercialization efforts.

• Monocytes will be used as the control in phase 3. In the phase 2 trial, activated dendritic cells were used as the control. These cells are potentially more immunogenic than the precursor monocyte cells.

The phase 3 design was submitted to the U.S. FDA, and we received Special Protocol Assessment (SPA) agreement in August 2015. Patient screening began in November 2015 in the U.S. We anticipate that it will take until mid-2019 to randomize approximately 542 patients and that the trial will complete by about mid-2021. The final analysis will be performed after at least 387 OS events have been observed and at least 50% of subjects with the methylated MGMT gene have died. As of December 7, 2016, we had 64 active trial sites in the U.S. and two in Canada. Furthermore, 266 patients had been screened, 34 of whom had successful manufacturing runs to produce ICT-107 and control. The first patient in the trial was treated on June 7, 2016 and 13 patients have been randomized to date. In addition, our initial clinical trial applications have been approved by regulatory authorities in the Netherlands, the U.K. and Spain, and we are in discussions with regulatory authorities in Austria, Switzerland, Germany, Italy and France.

There is ~~are~~substantial ~~currently~~doubt ~~two~~about ~~interim~~our ~~analyses~~ability to becontinue ~~conducted~~as ~~by the Independent Data Monitoring Committee (DMC). The first is~~ a ~~futility~~going ~~assessment that will occur when 30% of the required OS events have been observed~~concern. We estimate that the triggering condition for this assessment will occur approximately mid-2019. The second is an efficacy assessment that will occur when 67% of the required OS events have been observed. We estimate that the triggering condition for this assessment will occur approximately in the first quarter of 2020. The trial is being conducted in the U.S., Canada, and Europe and we are working with the major cancer cooperative groups in each region to ensure sufficient and timely access to qualifying patients.

~~The~~Our independent ~~Company~~public ~~plans~~accounting tofirm ~~submit~~in aits ~~protocol~~report ~~amendment~~included toherein ~~FDA~~included ~~before~~an ~~the~~explanatory ~~end~~paragraph ofexpressing ~~2016~~substantial ~~and~~doubt in ~~thereafter~~our ability to ~~regulatory~~continue ~~agencies~~as ina ~~Canada~~going concern without additional capital becoming available. Going concern contemplates the realization of assets and the ~~European~~satisfaction ~~countries~~of ~~participating~~liabilities in the ~~trial~~normal course of business over a reasonable length of time. ~~This~~ ~~amendment~~Our ability to continue as a going concern ultimately is ~~designed~~dependent on our ability to ~~improve~~generate ~~the~~a ~~success~~profit ~~rate~~which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ~~speed~~ultimately, ofto ~~randomization~~achieve profitable operations. As a result, our financial statements do not reflect any adjustment which would result from ~~the~~our ~~original~~failure ~~protocol~~to bycontinue ~~resolving~~to ~~certain~~operate ~~issues~~as ~~identified~~a ingoing ~~the~~concern. ~~first~~Any ~~several~~such ~~months~~adjustment, if ofnecessary, ~~operating~~would materially affect the ~~trial~~value of our assets.

InRisks Related ~~addition~~ to ~~ICT-107~~Development, weClinical are also developing two other therapeutic DC immunotherapies: ICT-140 for ovarian cancer and ICT-121 for recurrent GBM. ICT-140 targets seven tumor-associated antigens expressed on ovarian cancer cells. Some of the antigens utilized in ICT-140 were also used in ICT-107. We filed an investigational new drug (IND) application for ICT-140 at the end of 2012 and the IND was allowed by the FDA in January 2013. We subsequently modified the design of the trial and amended the IND to reflect these changes in May 2013 and September 2014. These amendments were allowed by the FDA shortly after the submissions. During the interim time periodTesting, weManufacturing ~~upgraded our generalized DC immunotherapy manufacturing process to bring it to a phase 3~~ and ~~commercial~~Regulatory ready state. We plan to use this improved process to manufacture clinical supplies for the ICT-140 trial. Currently, we are postponing the initiation of this trial until we can find a partner to share expenses or until we have secured sufficient financial resources to complete the ICT-107 phase 3 program. Approval

~~ICT-121~~Clinical trials ~~specifically~~are ~~targets CD133~~expensive, ~~a CSC marker that is overexpressed in a wide variety of solid tumors, including ovarian, pancreatic, and breast cancers. We began screening patients in September 2013 for a single~~time-~~site~~consuming phase 1 trial in recurrent GBM. Originally it was our intention to enroll 20 patients at one site. However, during 2014, we determined that enrollment could be accelerated if additional sites were added to the study. In 2015 we added five sites and ~~made~~difficult ~~modifications in the screening criteria~~ to ~~facilitate~~design ~~enrollment. As of July 21, 2016, the trial was fully enrolled~~ and ~~we anticipate that initial results could be available within a year. Because this phase 1 trial is unblinded~~implement, ~~trial endpoints can be evaluated on a preliminary basis as the trial moves toward completion. Only after the trial has completed~~ and ~~the~~involve ~~data~~an ~~have~~uncertain ~~been collected, validated, and delivered to the Company will results be final~~outcome. As of December 7, 2016, ten deaths have occurred within the group of 20 enrolled patients. The current median survival is 15 months although this statistic could change as the trial continues. There is no control group in this phase 1 trial. However, this median survival time compares favorably to historical control values from other trials. In particular, the Celldex trial of Rindopepimut in recurrent glioblastoma reported a median survival of 11.6 months which was statistically better than the in-trial control group median of 9.3 months.

InClinical testing ~~September~~is ~~2014,~~expensive weand ~~entered~~can ~~into~~take amany ~~licensing~~years ~~agreement~~to ~~with~~complete, ~~the~~and ~~California~~its ~~Institute~~outcome ofis ~~Technology~~inherently ~~(Caltech)~~uncertain. ~~for~~Failure ~~exclusive~~can ~~rights~~occur toat ~~novel~~any ~~technology~~time ~~for~~ during the ~~development~~clinical oftrial ~~stem~~process. ~~cell~~Because ~~immunotherapies for~~ the ~~treatment~~results of ~~cancer.~~early ~~The~~clinical ~~technology~~trials ~~originated~~are ~~from~~not ~~the~~necessarily ~~lab~~predictive of ~~David~~future ~~Baltimore~~results, ~~Ph.D.,~~EOM613 ~~Nobel~~and EOM147 ~~Laureate~~may ~~and~~not ~~President~~have ~~Emeritus~~favorable atresults ~~Caltech,~~in future preclinical and ~~utilizes~~clinical ~~the~~studies ~~patient’s~~or ~~own~~receive ~~hematopoietic~~regulatory ~~stem~~approval. ~~cells~~We tomay ~~create~~experience ~~antigen-specific~~delays in ~~killer~~initiating Tand ~~cells~~completing toany ~~treat~~clinical ~~cancer.~~trials Wethat ~~plan~~we intend to ~~utilize~~conduct, ~~this~~and ~~technology~~we todo ~~expand~~not ~~and~~know ~~complement~~whether ~~our~~planned ~~DC-based~~clinical ~~cancer~~trials ~~immunotherapy~~will ~~platform~~begin on time, ~~with~~need ~~the~~to ~~goal~~be ofredesigned, ~~developing~~enroll ~~new~~patients ~~immunotherapies~~on ~~that~~time ~~kill~~or ~~cancer~~be ~~cells~~completed inon aschedule, ~~highly~~or ~~directed~~at ~~and~~all. ~~specific~~Clinical ~~manner~~trials ~~and~~can ~~that~~be ~~can~~delayed ~~function~~for asa variety ~~monotherapies~~of orreasons, inincluding ~~combination~~delays ~~therapy~~related ~~approaches.~~to:

~~Caltech’s~~● ~~technology~~the ~~potentially~~FDA ~~addresses~~or comparable foreign regulatory authorities disagreeing as to the ~~challenge~~design or implementation of our clinical studies; ● obtaining regulatory approval to commence a trial; ● reaching an agreement on acceptable terms with prospective contract research organizations (“CROs”), and ~~limitation~~clinical trial sites, ~~that~~the ~~TCR~~terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; ● obtaining Institutional Review Board (T“IRB”), ~~cell~~approval ~~receptor~~at each site, or Independent Ethics Committee (“IEC”), ~~technologies~~approval ~~have~~at ~~faced~~sites ofoutside ~~generating~~the United States; ● recruiting suitable patients to participate in a ~~limited~~trial ~~immune~~in ~~response~~a timely manner and in sufficient numbers; ● having anpatients ~~unknown~~complete ~~persistence~~a intrial ~~the~~or ~~patient’s~~return ~~body.~~for Wepost-treatment ~~believe~~follow-up; ~~that~~● imposition of a clinical hold by ~~inserting~~regulatory ~~DNA~~authorities, ~~that~~including ~~encodes~~as Ta ~~cell~~result ~~receptors~~of ~~into~~unforeseen ~~hematopoietic~~safety ~~stem~~issues ~~cells~~or ~~rather~~side ~~than~~effects ~~into~~or Tfailure ~~cells,~~of ~~the~~trial ~~immune~~sites ~~response~~to ~~can~~adhere beto ~~transformed~~regulatory ~~into~~requirements or follow trial protocols; ● clinical sites deviating from trial protocol or dropping out of a ~~durable~~trial; ~~and~~● ~~more~~addressing ~~potent~~patient ~~response~~safety concerns that ~~could~~arise ~~effectively~~during ~~treat~~the ~~solid~~course ~~tumors.~~of ~~This~~a ~~observation~~trial; ~~has~~● ~~been~~adding ~~verified~~a insufficient ~~animal~~number ~~models~~of byclinical ~~investigators~~trial atsites; ~~Caltech~~or ~~and~~● ~~the~~manufacturing ~~National~~sufficient ~~Cancer~~quantities ~~Institute~~of product candidate for use in clinical trials.

~~The~~We could ~~first~~also ~~phase~~encounter indelays ~~the~~if ~~research~~a ~~program~~clinical ~~for~~trial ~~this~~is ~~Stem-to-T-Cell~~suspended ~~technology~~or isterminated toby ~~identify~~us, the ~~genetic~~IRBs ~~sequence~~or IECs of athe ~~TCR~~institutions ~~that~~in ~~will~~which ~~become~~such trials are being conducted, the ~~basis~~Data Safety Monitoring Board (“DSMB”) for such trial or the ~~product~~FDA ~~development~~or ~~program~~other regulatory authorities. Such Inauthorities ~~September~~may ~~2015,~~impose wesuch ~~entered~~a ~~into~~suspension or termination due to a ~~sponsored~~number ~~research~~of ~~agreement~~factors, including failure to conduct the clinical trial in accordance with ~~The~~regulatory ~~University~~requirements or our clinical protocols, inspection of ~~Texas~~the MDclinical ~~Anderson~~trial ~~Cancer~~operations ~~Center~~or ~~with~~trial site by the FDA ~~goal~~or other regulatory authorities resulting in the imposition of ~~identifying~~a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a ~~TCR~~benefit ~~sequence.~~from Inusing ~~addition~~a drug, changes in ~~2015~~governmental weregulations ~~acquired~~or anadministrative ~~option~~actions ~~from~~or ~~Stanford~~lack ~~University~~of adequate funding to ~~evaluate~~continue ~~certain~~the ~~technology~~clinical ~~related~~trial. Furthermore, we rely on CROs and clinical trial sites to ensure the ~~identification~~proper and timely conduct of ~~TCRs~~our ~~that~~clinical ~~could~~trials, ~~prove~~including ~~useful~~clinical intrial ~~supporting~~data ~~our~~collection, ~~Stem-to-T-Cell~~and, ~~research~~while ~~efforts. We~~we ~~anticipate~~have ~~that~~agreements agoverning ~~TCR~~their ~~sequence~~committed ~~for~~activities, we ~~our~~have ~~Stem-to-T-Cell~~limited ~~program~~influence ~~could~~over betheir ~~available~~actual performance, as described in ~~the~~“Risks ~~first~~Related ~~quarter~~to ofOur ~~2017~~Dependence on Third Parties”.

In January of 2016, we entered into a sponsored research agreement with the University of Maryland, Baltimore (UMB). As part of this collaboration, UMB researchers are undertaking three projects to explore potential enhancements to our dendritic cell and Stem-to-T-Cell immunotherapy platforms.

~~Autologous~~The regulatory ~~cell-based~~approval ~~therapies~~processes ~~must~~of bethe ~~manufactured~~FDA ~~separately~~and ~~for~~comparable ~~each~~foreign ~~patient.~~authorities Asare ~~a consequence~~lengthy, ~~the~~time ~~manufacturing~~consuming ~~costs~~and ~~are~~inherently ~~typically~~unpredictable, and ~~higher~~if ~~than~~we ~~other types of therapies that~~ are ~~not~~ultimately ~~patient-specific.~~unable ~~Our~~to DCobtain ~~immunotherapy~~regulatory ~~manufacturing~~approval ~~process produces multiple doses~~ for aEOM613 ~~patient~~and/or ~~from~~EOM147 aor ~~single~~any ~~manufacturing~~other ~~run~~product ~~utilizing a single apheresis from the patient. Each manufacturing run takes three days to complete. In addition~~candidates, ~~the~~our ~~immunotherapy~~business will ~~is stored frozen in liquid nitrogen making the logistics of shipping and administration to the patient easier than that for cell therapies that must~~ be ~~shipped~~substantially ~~fresh and administered to the patient within hours of manufacture~~harmed.

~~While~~The time werequired ~~believe~~to ~~that~~obtain weapproval ~~have~~by ~~a promising technology portfolio of multiple clinical-stage candidates, we do not currently anticipate that we will generate any revenues from either product sales or licensing in~~ the ~~foreseeable~~FDA ~~future.~~and Wecomparable ~~have~~foreign ~~financed~~authorities ~~the~~is ~~majority~~unpredictable ofbut ~~our~~typically ~~prior~~takes ~~operations~~many ~~through~~years following the ~~sales~~commencement of ~~securities~~clinical ~~and~~trials ~~believe that we may access grants~~ and ~~awards~~depends toupon ~~supplement~~numerous ~~future sales of securities. On September 18~~factors, ~~2015,~~including the ~~Company~~substantial ~~received~~discretion ~~an award in the amount~~ of ~~$19.9 million from~~ the ~~California~~regulatory ~~Institute of Regenerative Medicine (CIRM) to partially fund our phase 3 trial of ICT-107~~authorities. In ~~The~~addition, ~~award~~approval ~~provides for a $4.0 million project initial payment~~policies, ~~which~~regulations ~~was~~or ~~received during~~ the ~~fourth~~type ~~quarter of 2015,~~ and upamount ~~to $15.9 million in future milestone payments that are primarily dependent on patient enrollment and randomization in the ICT-107 phase 3 trial. In June 2016, the terms~~ of ~~the~~clinical ~~award~~data ~~from~~necessary ~~CIRM were amended~~ to ~~(i) increase~~gain ~~the~~regulatory ~~project~~approval ~~initial~~may ~~payment~~change during ~~by $1.5 million, which we received on July 18, 2016, and (ii) reduce~~ the ~~potential~~course ~~future~~of ~~milestone payments by~~ a ~~corresponding~~product ~~$1.5 million.~~candidate’s ~~The~~clinical ~~potential~~development ~~total~~and ~~amount~~may ofvary ~~the~~among ~~award from CIRM remains at $19~~jurisdictions.~~9 million. Under~~ ~~the~~We ~~terms~~have ofnot ~~the~~obtained ~~CIRM~~regulatory approval ~~award,~~for weany ~~are~~product ~~obligated~~candidate toand ~~share~~it ~~future ICT-107 related revenue with CIRM. The percentage of revenue sharing~~ is ~~dependent~~possible onthat ~~the amount of the award~~ we ~~receive~~will ~~and~~never ~~whether~~obtain ~~the~~regulatory ~~revenue~~approval isfor ~~from~~EOM613 ~~product~~and ~~sales~~EOM147 or ~~license~~any ~~fees.~~other product ~~The maximum revenue sharing amount we may be required to pay to CIRM is equal to nine times the total amount awarded and received~~candidate. We ~~have~~are ~~the~~not ~~option~~permitted to ~~decline~~market any ~~and~~of ~~all~~our ~~amounts~~product ~~awarded~~candidates byin ~~CIRM.~~the AsUnited anStates ~~alternative~~until ~~to revenue sharing,~~ we ~~have~~receive ~~the~~regulatory ~~option~~approval of toan ~~convert~~New ~~the~~Drug ~~award~~Application ~~to a loan, which option must be exercised on or before ten~~ (10“NDA”) ~~business~~from ~~days after~~ the FDA ~~notifies us that it has accepted our application for marketing authorization~~. InOur ~~the~~product ~~event~~candidates wecould ~~exercise~~fail ~~our right~~ to ~~convert~~receive ~~the~~regulatory ~~award~~approval tofor ~~a loan~~many reasons, ~~we will be obligated to repay the loan within ten (10) business days of making such election,~~ including ~~interest at~~ the ~~rate of the three-month LIBOR rate (0.85% as of September 30, 2016) plus 25% per annum.~~following:

~~The~~● ~~estimated~~we ~~cost~~may ofbe ~~completing~~unable ~~the~~to ~~development~~demonstrate ofto ~~any~~the satisfaction of the ~~current~~FDA or ~~potential~~comparable ~~immunotherapy~~foreign ~~candidates~~regulatory ~~will~~authorities ~~require~~that usa product candidate is safe and effective for its proposed indication; ● serious and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar to ~~raise~~our ~~additional~~product ~~capital~~candidates, ~~generate~~or ~~additional~~other ~~capital~~products ~~from~~containing the ~~uncertain~~active ~~exercise~~ingredient ofin ~~outstanding~~our ~~warrants,~~product candidates; ● negative or ~~enter~~ambiguous ~~into~~results ~~collaboration~~from ~~agreements~~our ~~with~~clinical ~~third~~trials ~~parties.~~or ~~There~~results ~~can~~that bemay nonot ~~assurances~~meet ~~that~~the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval; ● we ~~will~~may be ~~able~~unable to ~~obtain~~demonstrate ~~any~~that ~~additional~~a ~~funding,~~product orcandidate’s ifclinical ~~such~~and ~~funding~~other isbenefits ~~available,~~outweigh ~~that~~its safety risks; ● the ~~terms~~FDA ~~will~~or becomparable ~~favorable.~~foreign Inregulatory ~~addition,~~authorities ~~collaborations~~may disagree with ~~third~~our ~~parties~~interpretation of data from preclinical studies or clinical trials; ● the data collected from clinical trials of our product candidates may not be ~~available~~acceptable or sufficient to ussupport the submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere, and we may ~~require~~be usrequired to ~~surrender~~conduct ~~rights~~additional toclinical ~~many~~trials; of● ~~our~~the ~~products,~~FDA ~~which~~or comparable foreign authorities may ~~reduce~~disagree regarding the ~~potential~~formulation, ~~share~~labeling and/or the specifications of ~~returns~~our inproduct ~~any~~candidates; ~~licensed~~● ~~products.~~the IfFDA weor ~~are~~comparable ~~unable~~foreign toregulatory ~~raise~~authorities ~~sufficient~~may ~~capital~~fail to approve or ~~secure~~find ~~collaborations~~deficiencies with the manufacturing processes or facilities of third-party ~~parties,~~manufacturers with which we ~~will~~contract ~~not~~for beclinical ~~able~~and tocommercial ~~further~~supplies; ~~develop~~and ● the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our ~~product~~clinical ~~candidates~~data insufficient for approval.

~~Recent~~Prior to ~~Developments~~obtaining approval to commercialize a product candidate in the United States or abroad, we must demonstrate with substantial evidence from well-controlled clinical trials, and to the satisfaction of the FDA or foreign regulatory agencies, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if we believe the preclinical or clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA and other regulatory authorities.

We are undertaking an evaluation of strategic alternatives for our immuno-oncology research and development pipeline and technology platform, which may include a potential merger, consolidation, reorganization or other business combination, as well as the sale of the company or the company’s assets. We engaged Roth Capital Partners, LLC as our exclusive advisor in connection with the strategic evaluation. While we evaluate strategic alternatives, we plan to continue to advance our research and development strategies, including the execution of our phase 3 registration trial for ICT-107 in patients with newly diagnosed glioblastoma.

Company Information

We filed our original Certificate of Incorporation with the Secretary of State of Delaware on March 20, 1987 under the name Redwing Capital Corp. On June 16, 1989, we changed our name to Patco Industries, Ltd. and conducted an unrelated business under that name until 1994. On January 30, 2006, we amended our Certificate of Incorporation to change our name to Optical Molecular Imaging, Inc. in connection with our merger on January 31, 2006 with Spectral Molecular Imaging, Inc. The acquisition was accounted for as a reverse merger, with Spectral Molecular Imaging deemed to be the accounting acquirer and Optical Molecular Imaging deemed to be the legal acquirer. As such, the consolidated financial statements herein reflect the historical activity of Spectral Molecular Imaging since its inception on February 25, 2004. On November 2, 2006, we amended our Certificate of Incorporation to change our name to ImmunoCellular Therapeutics, Ltd. to reflect the disposition of our Spectral Molecular Imaging subsidiary and the acquisition of our cellular-based technology from Cedars-Sinai.

Our principal executive offices are located at 23622 Calabasas Road, Suite 300, Calabasas, California 91302, and our telephone number at that address is (818) 264-2300.

SUMMARY OF THE RIGHTS OFFERING
Securities offered	We are distributing to you, at no charge, non-transferable Subscription Right(s) to purchase one Unit for every share of our common stock that you owned on the Record Date, either as a holder of record or, in the case of shares held of record by brokers, banks, or other nominees, on your behalf, as a beneficial owner of such shares. Each Unit consists of one share of common stock and of a base warrant representing the right to purchase one share of common stock at an exercise price of $ per share. For certain investors whose subscriptions may result in the purchaser beneficially owning more than 4.99% of our outstanding common stock, such investors may elect to receive in the Rights Offering, in lieu of shares of common stock, certain pre-funded warrants to purchase the same amount of shares of common stock. If you do not wish to exceed the ownership threshold, you may elect to receive a pre-funded warrant in lieu of any share of common stock underlying the Units for which you have subscribed. You will not be eligible to elect to receive pre-funded warrants, except to the extent that your beneficial ownership could exceed 4.99% of the shares of common stock outstanding following the consummation of the Rights Offering. Each pre-funded warrant will have an exercise price of $0.01, and the subscription price per Unit for any such electing investors will be reduced to $ (which equals the Subscription Price for the other Units sold in the Rights Offering, less the $0.01 exercise price for each pre-funded warrant). The pre-funded warrants do not confer upon the holder any voting or any other rights of a stockholder of the Company. Holders of our currently outstanding participating warrants will also be entitled, pursuant to the terms of such warrants, to receive Subscription Right(s) to purchase one Unit for every share of common stock as if each of such participating warrants had been exercised immediately prior to the record date for the Rights Offering.
Size of the offering	Units, each consisting of share of common stock and base warrant representing the right to purchase one share of common stock at an exercise price of $ per share.
Subscription price	$ per Unit.
Base warrants offered	Each base warrant will have an exercise price of $ per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date.
Pre-funded warrants offered	For certain investors whose subscriptions may result in the purchaser beneficially owning more than 4.99% of our outstanding common stock, we are also offering those purchasers whose purchase of shares of our common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock following the consummation of this offering, pre-funded warrants to purchase shares of our common stock. In lieu of the shares of our common stock that would result in ownership in excess of 4.99%, such purchasers are purchasing pre-funded warrants to purchase such excess shares of our common stock. Each pre-funded warrant is being sold together with the same base warrant described above to purchase of a share of common stock. Each pre-funded warrant will have an exercise price of $0.01 per share, will be immediately exercisable and will expire on the tenth anniversary of the original issuance date.
Record date	5:00 PM Eastern Time, , 2017.
Subscription right	Each Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege.
Basic subscription right	Each Basic Subscription Right will entitle you to purchase one Unit at the Subscription Price.
Over-subscription privilege	If you exercise your Basic Subscription Rights in full, you may also choose to purchase a portion of any Units that are not purchased by our other shareholders or holders of participating warrants through the exercise of their Basic Subscription Rights. You may subscribe for additional Units pursuant to this Over-Subscription Privilege, subject to proration described elsewhere.
Expiration date	The Subscription Rights will expire at 5:00 PM Eastern Time, on , 2017. We reserve the right to extend the expiration date in our sole discretion.

The FDA or any foreign regulatory bodies can delay, limit or deny approval of our product candidates or require us to conduct additional preclinical or clinical testing or abandon a program for many reasons, including:

	●	the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

	●	the FDA or comparable foreign regulatory authorities may disagree with our safety interpretation of our product candidate;

	●	the FDA or comparable foreign regulatory authorities may disagree with our efficacy interpretation of our product candidate; and

	●	the FDA or comparable foreign regulatory authorities may regard our CMC package as inadequate.

Of the large number of drugs in development, only a small percentage successfully complete the regulatory approval processes and are commercialized. This lengthy approval process, as well as the unpredictability of future clinical trial results, may result in our failing to obtain regulatory approval to market EOM613 and/or EOM147, or another product candidate, which would significantly harm our business, results of operations and prospects.

In addition, the FDA or the applicable foreign regulatory agency also may approve a product candidate for a more limited indication or patient population than we originally requested, and the FDA or applicable foreign regulatory agency may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.

If we are unable to file for approval of EOM613 and EOM147 under Section 505(b)(2) of the FDCA or if we are required to generate additional data related to safety and efficacy in order to obtain approval under Section 505(b)(2), we may be unable to meet our anticipated development and commercialization timelines.

Our current plans for filing NDAs for EOM613 and EOM147 include efforts to minimize the data we will be required to generate in order to obtain marketing approval and therefore reduce the development time. We intend to file Section 505(b)(2) NDAs for EOM613 and EOM147 that might, if accepted by the FDA, save time and expense in the development and testing of these indications.

The timeline for filing and review of our NDAs for EOM613 and EOM147 is based on our plan to submit the NDAs under Section 505(b)(2) of the FDA, which would enable us to rely in part on data in the public domain or elsewhere. Previous trials in cancer cachexia were carried out by OHR Pharmaceuticals on EOM613 (known previously as OHR/AVR118), the data for which will form the basis of our 505(b)(2) filings, together with new preclinical data we are planning on generating to augment the forthcoming FDA submissions to be compliant with current FDA guidance and requirements for NDAs. For our NDA submission for drug candidate EOM147 we will be relying in part on the clinical data of the drug product OHR-102 0.2% squalamine lactate ophthalmic formulation in previously conducted clinical trials in wet-AMD, retinal vein occlusions and proliferative diabetic retinopathy that were acquired by the previous sponsor, OHR Pharmaceutical, Inc. Our eye drop product EOM147 represents a novel, different, enhanced formulation of the OHR-102 ophthalmic solution formulation. We have not yet filed an NDA under Section 505(b)(2) for any of our product candidates. Depending on the data that may be required by the FDA for approval, some of the data may be related to products already approved by the FDA. Neither of our pipeline products EOM613 or EOM147 are currently approved drug products in any jurisdiction. If the data relied upon is related to products already approved by the FDA and covered by third-party patents, we would be required to certify that we do not infringe the listed patents or that such patents are invalid or unenforceable. As a result of the certification, the third-party would have 45 days from notification of our certification to initiate an action against us. In the event that an action is brought in response to such a certification, the approval of our NDA could be subject to a stay of up to 30 months or more while we defend against such a suit. Approval of our product candidates under Section 505(b)(2) may therefore be delayed until patent exclusivity expires or until we successfully challenge the applicability of those patents to our product candidates. Alternatively, we may elect to generate sufficient additional clinical data so that we no longer rely on data which triggers a potential stay of the approval of our product candidates. Even if no exclusivity periods apply to our applications under Section 505(b)(2), the FDA has broad discretion to require us to generate additional data on the safety and efficacy of our product candidates to supplement third-party data on which we may be permitted to rely. In either event, we could be required, before obtaining marketing approval for any of our product candidates, to conduct substantial new research and development activities beyond those we currently plan to engage in order to obtain approval of our product candidates. Such additional new research and development activities would be costly and time consuming.

We intend to pursue the FDA’s 505(b)(2) pathway for both of our pipeline products, EOM613 and EOM147. While both the statutory 505(b)(1) and 505 (b) (2) pathways require a full accounting of safety and efficacy of candidate drug products to seek FDA approval, the latter pathway provides added flexibility for how this requirement is met. The FDA allows this flexibility to avoid unnecessary additional testing by relying on prior available data, where the application contains some information coming from studies not conducted directly by and for the applicant, and for which the applicant has not obtained a right of reference. Given the prior preclinical and clinical information available for EOM613 and a progenitor formulation of the EOM 147 drug product in prior ex-U.S. clinical studies, as to their safety and effectiveness, we believe the 505(b)(2) pathway is appropriate for both drug products in our pipeline. We have not had a pre-IND meeting as yet with the FDA regarding our ability to use this pathway for either or both of our products. We do intend to use and include prior clinical data, including data derived for our clinical drug candidates in clinical trials carried out in the USA and abroad by previous sponsors, in support of our NDA, in addition to our own planned new clinical trials.

We may not be able to realize a shortened development timeline for EOM613 and EOM147, and the FDA may not approve either of our NDAs based on their review of the submitted data. Moreover, if products containing the reference drug are withdrawn from the market by the FDA for any safety reason, we may not be able to reference such products to support a 505(b)(2) NDA for our product candidates, and we may need to fulfill the more extensive requirements of Section 505(b)(1). If we are required to generate additional data to support approval, we may be unable to meet our anticipated development and commercialization timelines, may be unable to generate the additional data at a reasonable cost, or at all, and may be unable to obtain marketing approval of our lead product candidate.

Procedure for exercising subscription rights	To exercise your Subscription Rights, you must take the following steps: If you are a record holder of our common stock or a holder of participating warrants, you must deliver payment and a properly completed Subscription Rights Statement to the Subscription Agent to be received before 5:00 PM Eastern Time, on , 2017. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requestedIf you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank, or other nominee, you should instruct your broker, dealer, custodian bank, or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 PM Eastern Time, on , 2017.
Delivery of shares and base warrants	As soon as practicable after the expiration of the Rights Offering, the Subscription Agent will arrange for the issuance of the shares of common stock and base warrants purchased pursuant to the Rights Offering. All shares and base warrants that are purchased in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares or warrants. If you hold your shares in the name of a custodian bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the Rights Offering.
Non-transferability of subscription rights	The Subscription Rights may not be sold, transferred, assigned or given away to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.
Transferability of base warrants	The base warrants will be separately transferable following their issuance and through their expiration five years from the issuance date.
No board recommendation	Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and the Rights Offering. Please see "Risk Factors" for a discussion of some of the risks involved in investing in our securities.
Directors and officers	While none of our directors or executive officers has entered into any binding commitment or agreement to exercise Subscription Rights received in the Rights Offering, our directors and executive officers have indicated interests in subscribing for up to an aggregate of $ million in the Rights Offering, subject to potential proration.
No revocation	All exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights.
Use of proceeds	We estimate that our net proceeds from this offering will be approximately $ million, excluding the proceeds, if any, from the exercise of the base warrants and assuming no sale of pre-funded warrants. We currently intend to use the net proceeds of this offering to continue enrollment in our phase 3 clinical trial of ICT-107, to complete phase 1 development of ICT-121, to continue our T cell research program and for working capital and general corporate purposes as we work to evaluate strategic alternatives for our immuno-oncology research and development pipeline and technology platform, which may include a potential merger, consolidation, reorganization or other business combination, as well as the sale of the company or the company’s assets. We may use a portion of the net proceeds of this offering to acquire additional technologies. See “Use of Proceeds” on page 24 of this prospectus.
Risk factors	See “Risk Factors” beginning on page 19 of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should read and consider carefully before investing in our securities.
Material U.S. federal income tax consequences	For U.S. federal income tax purposes, we do not believe you should recognize income or loss upon receipt or exercise of a Subscription Right. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See "Material U.S. Federal Income Tax Consequences.

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of our clinical trials, and even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our trials. Patient enrollment and retention in clinical trials depends on many factors, including:

	●	the patient eligibility criteria defined in the protocol;

	●	the size of the patient population required for analysis of the trial’s primary endpoints;

	●	the nature of the trial protocol;

	●	the existing body of safety and efficacy data with respect to the product candidate;

	●	the proximity of patients to clinical sites;

	●	our ability to recruit clinical trial investigators with the appropriate competencies and experience;

	●	clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;

	●	competing clinical trials being conducted by other companies or institutions;

	●	our ability to maintain patient consents; and

	●	the risk that patients enrolled in clinical trials will drop out of the trials before completion.

We face risks related to health epidemics and outbreaks, including the COVID-19 pandemic, which could significantly disrupt our preclinical studies and clinical trials, and therefore our receipt of necessary regulatory approvals could be delayed or prevented.

We face risks related to health epidemics or outbreaks of communicable diseases. For example, the recent outbreak around the world, including in the United States, the European Union (the “EU”) members, China and many other countries, of the highly transmissible and pathogenic COVID-19 and its Omicron variant. The outbreak of such communicable diseases could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of many countries, which in the case of COVID-19 has occurred. In addition, the COVID-19 pandemic is having a severe effect on the clinical trials of many drug candidates. Some trials have been merely delayed, while others have been cancelled. The extent to which the COVID-19 pandemic may impact our preclinical and clinical trial operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration and geographic reach of the outbreak, the severity of COVID-19, and the effectiveness of actions to contain and treat COVID-19. The continued spread of COVID-19 globally could adversely impact our clinical trial operations, including our ability to recruit and retain patients and principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19 if an outbreak occurs in their geography. Disruptions or restrictions on our ability to travel to monitor data from our clinical trials, or to conduct clinical trials, or the ability of patients enrolled in our studies to travel, or the ability of staff at study sites to travel, as well as temporary closures of our facilities or the facilities of our clinical trial partners and their contract manufacturers, would negatively impact our clinical trial activities. In addition, we rely on independent clinical investigators, CROs and other third-party service providers to assist us in managing, monitoring and otherwise carrying out our preclinical studies and clinical trials, including the collection of data from our clinical trials, and the outbreak may affect their ability to devote sufficient time and resources to our programs or to travel to sites to perform work for us. Similarly, our preclinical trials could be delayed and/or disrupted by the COVID-19 pandemic. As a result, the expected timeline for data readouts of our preclinical studies and clinical trials and certain regulatory filings may be negatively impacted, which would adversely affect our ability to obtain regulatory approval for and to commercialize our product candidates, increase our operating expenses and have a material adverse effect on our financial results.

Extension and termination	Although we do not presently intend to do so, we may extend the Rights Offering for additional time in our sole discretion. Our board of directors may for any reason terminate the Rights Offering at any time before the completion of the Rights Offering.
Subscription agent	Computershare Trust Company, N.A.
Questions	If you have any questions about the Rights Offering, please contact the dealer-manager, Maxim Group LLC, at 405 Lexington Avenue, New York, New York 10174, Attention Syndicate Department, email: syndicate@maximgrp.com or telephone: (212) 895-3745.
Market symbol and trading	Our common stock is listed on the NYSE MKT under the symbol “IMUC.” We intend to apply to list the base warrants on the NYSE MKT following their issuance under the symbol “IMUCA.WS.” There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the warrants will be limited.
Dealer-manager	Maxim Group LLC
Distribution arrangements	Under the terms and subject to the conditions contained in the dealer-manager agreement, the dealer-manager will use its best efforts to solicit the exercise of Subscription Rights. We have agreed to pay the dealer-manager certain fees for acting as dealer-manager and to reimburse the dealer-manager for certain out-of-pocket expenses incurred in connection with this offering. The dealer-manager is not underwriting or placing any of the Subscription Rights or the Units, shares of common stock or base warrants being issued in this offering, and does not make any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), Units, shares of common stock or base warrants. See "Plan of Distribution" for a discussion of the fees and expenses to be paid to the dealer-manager

Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials.

The results ~~number~~ of ~~shares~~preclinical studies, early clinical trials or analyses of our ~~common~~product ~~stock~~candidates tomay not be ~~outstanding~~predictive ~~after~~of ~~this~~the ~~offering~~results asof ~~shown~~later-stage clinical ~~above~~trials. isProduct ~~based~~candidates onin 3later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles,~~444~~ notwithstanding promising results in earlier trials. In addition,~~859~~ ~~shares~~conclusions ~~outstanding~~based ason promising data from analyses of ~~September~~clinical ~~30,~~results ~~2016~~may be shown to be incorrect when implemented in prospective clinical trials. Even if our clinical trials for EOM613 and/or ~~excludes~~EOM147 are completed as ofplanned, we cannot be certain that ~~date:~~their results will support the safety and efficacy sufficient to obtain regulatory approval.

•Interim “top-line” ~~311,001~~and ~~shares~~preliminary ofdata from our ~~common~~clinical ~~stock~~trials ~~issuable~~that ~~upon~~we ~~exercise~~announce ofor ~~outstanding~~publish ~~options~~from attime ato ~~weighted~~time ~~average~~may ~~exercise~~change ~~price~~as ofmore patient ~~$41.63~~data ~~per~~become ~~share;~~available and are subject to audit and verification procedures that could result in material changes in the final data.

•From time 14to time,~~800~~ ~~shares~~we ofmay publish interim “top-line” or preliminary data from our ~~common~~clinical ~~stock~~studies. ~~issuable~~Interim ~~upon~~data from clinical trials that we may complete are subject to the ~~settlement~~risk that one or more of ~~outstanding~~the ~~restricted~~clinical ~~stock~~outcomes ~~units;~~may materially change as patient enrollment continues and more patient data become available. Preliminary or “top-line” data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, interim and preliminary data should be viewed with caution until the final data are available. Adverse differences between preliminary or interim data and final data could significantly harm our business prospects.

•Our product ~~1,708,724~~candidates ~~shares~~may ofcause ~~our~~serious ~~common~~adverse ~~stock~~events ~~issuable~~or ~~upon~~undesirable ~~exercise~~side ofeffects, ~~outstanding~~which ~~warrants~~may atdelay aor ~~weighted~~prevent ~~average~~marketing ~~exercise~~approval, ~~price~~or, ofif approved, ~~$18.02~~require ~~per~~them ~~share~~to ~~(without~~be ~~giving~~taken ~~effect~~off the market, require them to ~~any~~include ofsafety ~~the~~warnings ~~anti-dilution~~or ~~adjustment~~otherwise ~~provisions~~limit ~~thereof);~~their ~~and~~sales.

•Serious adverse ~~199,197~~events ~~shares~~or ofundesirable side effects caused by our ~~common~~products ~~stock~~could cause us or regulatory authorities to beinterrupt, ~~reserved~~delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities. Results of any clinical trial we conduct could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. Any clinical trials for ~~potential~~our ~~future~~drug ~~issuance~~product ~~pursuant~~candidates to ~~our~~date ~~2016~~may ~~Equity~~fail ~~Incentive~~to ~~Plan~~demonstrate acceptable levels of safety and efficacy which could prevent or significantly delay their regulatory approval or result in a more restrictive label by the FDA or other comparable foreign authorities.

~~The~~If unacceptable ~~number~~side ofeffects ~~shares~~arise in the development of our ~~common~~product ~~stock~~candidates, towe, bethe ~~outstanding~~FDA ~~immediately~~or ~~after~~the ~~this~~IRBs ~~offering~~at asthe ~~shown~~institutions ~~above~~in ~~does~~which ~~not~~our studies ~~include~~are upconducted, toor ~~approximately~~the ~~$14.3~~DSMB, ~~million~~if ofconstituted ~~shares~~for our clinical trials, could recommend a suspension or termination of our ~~common~~clinical trials, ~~stock~~or ~~that~~the ~~remained~~FDA ~~available~~or comparable foreign regulatory authorities could order us to cease further development of or deny approval of a product candidate for ~~sale~~any ator ~~September~~all 30targeted indications. In addition, ~~2016~~drug-related ~~under~~side ~~our~~effects ~~Controlled~~could ~~Equity~~affect ~~OfferingSM~~patient ~~Sales~~recruitment ~~Agreement~~or ~~(Sales~~the ability ~~Agreement)~~of ~~with~~enrolled ~~Cantor~~patients ~~Fitzgerald~~to &complete Coa trial or result in potential product liability claims. In addition, asthese ~~agent~~side effects may not be appropriately recognized or managed by the treating medical staff. ~~Between~~We ~~September~~expect ~~30,~~to ~~2016~~have ~~and~~to train medical personnel using our product candidates to understand the ~~date~~side effect profiles for our clinical trials and upon any commercialization of ~~this~~any ~~prospectus,~~of noour ~~shares~~product ~~were~~candidates. Inadequate ~~sold~~training ~~under~~in recognizing or managing the ~~Sales~~potential ~~Agreement~~side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition and prospects significantly.

On November 18, 2016, we effected a one-for-forty reverse stock split or our common stock. Upon the effectiveness of the reverse stock split (i) every forty shares of our outstanding common stock was combined into one share of common stock, (ii) the number of shares of common stock for each outstanding option or warrant to purchase common stock is exercisable was proportionately adjusted, and (iii) the exercise price of each outstanding option or warrant to purchase common stock was proportionately increased. Unless we specifically state otherwise, all of the outstanding common stock share numbers, warrants, share prices, exercise prices and share amounts have been adjusted in this prospectus, on a retroactive basis, to reflect the one-for-forty reverse stock split for all periods presented.

~~RISK~~Additionally, if ~~FACTORS~~one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including:

~~Investing~~● inregulatory ~~our~~authorities ~~securities~~may ~~involves~~withdraw aapprovals ~~high degree~~ of ~~risk.~~such ~~Before~~product; ~~deciding~~● ~~whether~~regulatory toauthorities ~~invest~~may inrequire ~~our~~additional ~~securities,~~warnings ~~you~~on ~~should carefully consider~~ the ~~risks~~label, ~~described~~such ~~under~~as ~~the~~a ~~heading~~ “~~Risk~~black ~~Factors~~box” inwarning ~~our~~or ~~Quarterly~~contraindication; ~~Report~~● onadditional ~~Form~~restrictions ~~10-Q~~may ~~for~~be ~~the~~imposed ~~quarter~~on ~~ended September 30, 2016, as filed with~~ the ~~SEC~~marketing onof ~~November 10, 2016, which description is incorporated in this prospectus by reference in its entirety and~~ the ~~risks~~particular ~~described~~product ~~below, as well as in any prospectus supplement hereto, and other information in this prospectus before deciding to invest in~~ or ~~maintain~~the ~~your~~manufacturing ~~investment~~processes infor ~~our company. The risks described in these documents are not~~ the ~~only~~product ~~ones~~or weany ~~face,~~component ~~but~~thereof; ~~those~~● ~~that~~ we ~~consider to be material. There~~ may be ~~other~~required ~~unknown~~to orimplement ~~unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be~~ a ~~reliable~~Risk ~~indicator~~Evaluation ~~of future performance,~~ and ~~historical~~Mitigation ~~trends~~Strategy ~~should~~(“REMS”) ~~not be used to anticipate results~~ or ~~trends~~create ina ~~future~~medication ~~periods.~~guide Ifoutlining ~~any~~the ~~of these~~ risks ~~actually~~of ~~occurs,~~such ~~our~~side ~~business,~~effects ~~financial~~for ~~condition,~~distribution ~~results~~to ofpatients; ~~operations~~● orwe ~~cash flow~~ could be ~~seriously~~sued ~~harmed.~~and ~~This~~held ~~could~~liable ~~cause~~for ~~the~~harm ~~trading~~caused ~~price of our common stock~~ to ~~decline,~~patients; ~~resulting~~● inthe aproduct ~~loss~~may ofbecome ~~all~~less orcompetitive; ~~part~~and of● ~~your~~our ~~investment.~~reputation ~~Please~~may ~~also read carefully the section below titled “Cautionary Statement Regarding Forward-Looking Statements~~suffer.”

~~Risks~~Any of ~~Related~~these toevents ~~the~~could ~~Rights~~prevent ~~Offering~~us from achieving or maintaining market acceptance of a product candidate, if approved, and could significantly harm our business, results of operations and prospects.

~~Management~~The market ~~will~~opportunities ~~have~~for ~~broad~~our ~~discretion~~products, asif ~~to the use of the net proceeds from this offering~~approved, ~~and we~~ may ~~not~~be ~~use~~smaller ~~these~~than ~~proceeds~~we ~~effectively~~anticipate.

We expect ~~currently intend~~ to ~~use~~initially ~~the~~seek ~~net~~approval ~~proceeds from this offering to continue enrollment in our phase 3 clinical trial of ICT-107, to complete phase 1 development of ICT-121, to continue our T cell research program and~~ for ~~working~~EOM613 ~~capital~~ and ~~general~~EOM147. ~~corporate~~Our ~~purposes~~estimates asof wemarket ~~work~~potential ~~to evaluate strategic alternatives~~ for ~~our~~these ~~immuno-oncology~~formulas ~~research~~have ~~and~~been ~~development~~derived ~~pipeline~~from a ~~and~~variety ~~technology~~of ~~platform~~sources, ~~which~~including ~~may~~scientific ~~include~~literature, apatient ~~potential merger~~foundations, ~~consolidation,~~and ~~reorganization~~market ~~or other business combination~~research, asand ~~well as the sale of the company or the company’s assets. We~~ may ~~also~~prove ~~use a portion of the net proceeds of this offering~~ to ~~acquire~~be ~~additional technologies~~incorrect. ~~Our~~Even if ~~management~~we ~~will~~obtain ~~have~~significant ~~broad~~market ~~discretion~~share infor ~~the~~any ~~application~~product ~~of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. Accordingly~~candidate, ~~you~~if ~~will be relying on the judgment of our management with regard to the use of these net proceeds~~approved, ~~and~~if ~~you will not have~~ the ~~opportunity,~~potential astarget ~~part~~populations ~~of your investment decision, to assess whether the proceeds~~ are ~~being~~smaller ~~used~~than ~~appropriately. Our failure to apply these funds effectively could have a material adverse effect on our business~~we anticipate, ~~delay~~we ~~the~~may ~~development~~never ofachieve ~~our~~profitability ~~product~~without ~~candidates~~obtaining ~~and~~marketing ~~cause~~approval ~~the~~for ~~price~~additional ~~of our common stock to decline~~indications.

~~You~~We have ~~will~~never ~~experience~~obtained ~~immediate~~marketing approval for our product candidates and ~~substantial~~we ~~dilution~~may inbe ~~the~~unable ~~net~~to ~~tangible~~obtain, ~~book~~or ~~value~~may ~~per~~be ~~share~~delayed ofin ~~the~~obtaining, ~~common~~marketing approval ~~stock~~for ~~you~~any ~~purchase~~of our product candidates.

~~Stockholders~~We have ~~who~~never doobtained ~~not~~marketing ~~fully~~approval ~~exercise~~for ~~their~~a ~~Subscription~~product ~~Rights~~candidate. ~~should~~It ~~expect~~is possible that ~~they~~the ~~will,~~FDA atmay ~~the~~refuse ~~completion~~to ofaccept ~~this~~for ~~offering,~~substantive ~~own~~review any aNDAs ~~smaller~~that ~~proportional~~we ~~interest~~submit infor our ~~company~~product ~~than~~candidates ~~would~~or ~~otherwise~~may beconclude ~~the~~after ~~case~~review ~~had~~of ~~they~~our ~~fully~~data ~~exercised~~that ~~their~~our ~~Basic~~application ~~Subscription~~is ~~Right~~insufficient ~~and~~to ~~Over-Subscription~~obtain marketing ~~Privilege~~approval of our product candidates. ~~Further~~In addition, ~~the~~as ~~shares~~some ~~issuable~~of ~~upon~~our ~~the~~trials ~~exercise~~may oftake place overseas, the ~~base~~FDA ~~warrants~~may require us to conduct beadditional ~~issued~~studies ~~pursuant~~or trials if it does not accept data from ex-U.S. studies or believes that additional data is necessary to supplement our trial data. If the ~~Rights~~FDA ~~Offering~~does ~~will~~not ~~dilute~~accept ~~the~~or ~~ownership~~approve ~~interest~~our ofNDAs ~~shareholders~~for ~~not~~our ~~participating~~product incandidates, ~~this~~it ~~offering~~may require that we conduct additional clinical, preclinical, or ~~holders~~manufacturing validation studies and submit that data before it will reconsider our applications. Depending on the extent of ~~base~~these ~~warrants~~or ~~issued~~any ~~pursuant~~other FDA-required studies, approval of any NDA that we submit may be delayed or may require us to ~~this~~expend ~~offering~~more ~~who~~resources than we have available. It is also possible that additional studies, if performed and completed, may not be ~~exercised~~considered ~~them~~sufficient by the FDA to approve our NDAs.

~~Since~~Any delay the public offering price per share of our common stock and related base warrant being offered is expected to be substantially higher than the net tangible book value per share of our common stock, you will suffer substantial dilution in ~~the net tangible book value of the common stock you purchase in this offering. Our net tangible book value as of September 30~~obtaining, ~~2016 was approximately $11,631,413 million,~~ or ~~$3.38~~an ~~per~~inability ~~share. After giving effect~~ to ~~the~~obtain, ~~assumed~~marketing ~~sale~~approvals bywould prevent us ~~of shares~~from ofcommercializing our ~~common~~product ~~stock~~candidates, (and assuming no sale of pre-funded warrants) and base warrants to purchase shares of our common stock in this offering at a public offering price of $ per share of our common stock and $ per related base warrantgenerating revenues, and ~~assuming~~achieving ~~no sale of pre-funded warrants, if you purchase securities in this offering, you will suffer immediate~~ and ~~substantial~~sustaining ~~dilution~~profitability. ofIf ~~$ per~~any ~~share in the net tangible book value~~ of ~~the~~these ~~common~~outcomes ~~stock you acquire. In the event that you exercise your base warrants~~occur, ~~you~~we ~~will~~may ~~experience~~be ~~additional~~forced ~~dilution~~ to ~~the~~abandon ~~extent that the exercise price of the base warrants is higher than the tangible book value per share of~~ our ~~common~~development ~~stock. See the section titled “Dilution” below~~ efforts for aour ~~more~~product ~~detailed~~candidates, ~~discussion~~which ofcould ~~the~~significantly ~~dilution~~harm ~~you would incur if you purchase shares of~~ our ~~common stock in this offering~~business.

InEven if ~~addition,~~ we ~~have~~obtain aFDA ~~significant~~approval ~~number~~for ofour ~~stock~~product ~~options~~candidate ~~and~~in ~~warrants outstanding. To~~ the ~~extent~~United ~~that outstanding stock options or warrants~~States, ~~including~~we ~~the~~may ~~base~~never ~~warrants~~obtain ~~and~~approval ~~the~~for ~~pre-funded~~or ~~warrants~~commercialize ~~offered~~our product candidate in ~~this~~any ~~prospectus~~other jurisdiction, ~~have~~which ~~been~~would orlimit ~~may~~our beability ~~exercised~~to orrealize ~~other~~their ~~shares~~full ~~issued,~~market ~~you may experience further dilution~~potential.

~~Future~~To market ~~sales~~any ofproducts ~~substantial~~in ~~amounts~~any ofparticular ~~our~~jurisdiction, ~~common~~we ~~stock~~must ~~could~~establish ~~adversely~~and ~~affect~~comply with numerous and varying regulatory requirements on a country-by-country basis regarding safety and efficacy. Approval by the ~~market~~FDA ~~price~~in ofthe United States does not ensure approval by regulatory authorities in other countries or jurisdictions. However, the failure to obtain approval in one jurisdiction may negatively impact our ability ~~common~~to ~~stock~~obtain approval elsewhere. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country.

WeApproval processes ~~may~~vary ~~choose~~among tocountries ~~raise~~and can involve additional ~~capital~~product ~~due~~testing toand ~~market~~validation ~~conditions~~and oradditional ~~strategic~~administrative ~~considerations~~review ~~even~~periods. Seeking ifforeign weregulatory ~~believe~~approval wecould ~~have~~result ~~sufficient~~in ~~funds~~difficulties and increased costs for ~~our~~us ~~current~~and require additional preclinical studies or ~~future~~clinical ~~operating~~trials ~~plans~~which could be costly and time consuming. IfRegulatory ~~additional~~requirements ~~capital~~can isvary ~~raised~~widely ~~through~~from ~~the~~country ~~sale~~to ofcountry ~~equity~~and could delay or ~~convertible~~prevent ~~debt~~the ~~securities,~~introduction orof ~~perceptions~~our ~~that~~products in those ~~sales~~countries. ~~could~~We ~~occur~~do not have any product candidates approved for sale in any jurisdiction, ~~the~~including ~~issuance~~in ofinternational ~~these~~markets, ~~securities~~and ~~could~~we ~~result~~do not have experience in ~~further~~obtaining ~~dilution~~regulatory toapproval ~~investors~~in ~~purchasing~~international ~~our~~markets. If ~~common~~we ~~stock~~fail to comply with regulatory requirements in ~~this~~international ~~offering~~markets or ~~result~~to inobtain ~~downward~~and ~~pressure~~maintain onrequired ~~the~~approvals, ~~price~~or ofif ~~our~~regulatory approvals ~~common~~in ~~stock~~international markets are delayed, our target market will be reduced and our ability to ~~raise~~realize ~~capital~~the infull ~~the~~market ~~future~~potential of any product we develop will be unrealized.

~~The~~Even if ~~exercise~~we ofobtain ~~outstanding~~regulatory ~~options~~approval ~~and~~for ~~warrants~~our toproduct ~~acquire~~candidates, ~~shares~~we ofwill ~~our~~still ~~common~~face ~~stock~~extensive ~~would~~and ~~cause~~ongoing ~~additional~~regulatory ~~dilution,~~requirements ~~which~~and ~~could~~obligations and ~~cause~~any ~~the~~product ~~price~~candidates, ofif ~~our~~approved, ~~common~~may ~~stock~~face tofuture ~~decline~~development and regulatory difficulties.

InAny product ~~the~~candidate ~~past,~~for which we ~~have~~obtain ~~issued~~marketing ~~options~~approval, ~~and~~along ~~warrants~~with tothe ~~acquire~~manufacturing ~~shares~~processes, ofpost-approval ~~our~~clinical ~~common~~data, ~~stock. At September 30~~labeling, packaging, ~~2016~~distribution, ~~there~~adverse ~~were shares~~event ofreporting, ~~common~~storage, ~~stock~~recordkeeping, ~~issuable~~export, ~~upon~~import, ~~exercise~~advertising ~~of outstanding options at a weighted average exercise price of $ per share~~ and ~~shares~~ ofpromotional ~~common~~activities ~~stock~~for such ~~issuable~~product, ~~upon~~among ~~exercise~~other ofthings, ~~outstanding~~will ~~warrants~~be atsubject ato ~~weighted~~extensive ~~average~~and ~~exercise~~ongoing ~~price~~requirements of ~~$ per share,~~ and wereview ~~may~~by ~~issue~~the ~~additional~~FDA ~~options, warrants~~ and other ~~types~~regulatory authorities. ofThese ~~equity~~requirements ininclude ~~the~~submissions ~~future~~of assafety ~~part~~and ofother ~~stock~~post-~~based~~marketing ~~compensation,~~information ~~capital~~and ~~raising transactions~~reports, ~~technology~~establishment ~~licenses,~~registration and ~~financings,~~drug ~~strategic~~listing ~~licenses or other strategic transactions. In addition~~requirements, ~~after~~continued ~~giving~~compliance ~~effect~~with tocurrent ~~the~~Good ~~assumed~~Manufacturing ~~sale~~Practice ~~by us of shares of our common stock~~ (~~and assuming no sale of pre-funded warrants~~“cGMP”) ~~and~~requirements ~~base warrants~~ relating to ~~purchase shares~~manufacturing, ofquality ~~our~~control, ~~common~~quality ~~stock~~assurance inand ~~this~~corresponding ~~offering~~maintenance ~~at a public offering price~~ of ~~$ per~~records ~~share of our common stock~~ and ~~$ per~~documents, ~~related~~requirements ~~base~~regarding ~~warrant,~~ the distribution ~~average~~of ~~exercise~~samples ~~price would be adjusted~~ to ~~$ per~~physicians ~~share~~and asrecordkeeping ~~a result of exercise price protection provisions in certain warrants. To the extent these options~~ and ~~warrants~~Good ~~are~~Clinical ~~ultimately~~Practice ~~exercised,~~(“GCP”) ~~existing~~requirements ~~holders~~for ofany ~~our~~clinical trials ~~common~~that ~~stock~~we ~~would~~conduct ~~experience additional dilution which may cause the price of our common stock to decline~~post-approval.

~~Holders~~Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the product candidate may be marketed or to the conditions of approval, including a requirement to implement a REMS. If any of our ~~warrants~~product candidates ~~will~~receive ~~have~~marketing noapproval, ~~rights~~the asaccompanying label may limit the approved indicated use of the product candidate, which could limit sales of the product candidate. The FDA may also impose requirements for costly post-marketing studies or clinical trials and surveillance to monitor the safety or efficacy of a ~~common~~product. ~~stockholder~~The ~~until~~FDA ~~they~~closely ~~acquire~~regulates the post-approval marketing and promotion of drugs to ensure drugs are marketed only for the approved indications and in accordance with the provisions of the approved labeling. The FDA imposes stringent restrictions on manufacturers’ communications regarding off-label use, and if we market our ~~common~~products ~~stock~~for uses beyond their approved indications, we may be subject to enforcement action for off-label marketing. Violations of the FDCA relating to the promotion of prescription drugs may lead to FDA enforcement actions and investigations alleging violations of federal and state healthcare fraud and abuse laws, as well as state consumer protection laws.

~~Until~~In addition, ~~you~~later ~~acquire~~discovery ~~shares~~ of ~~our~~previously ~~common~~unknown ~~stock~~adverse ~~upon~~events ~~exercise~~or ofother ~~your~~problems ~~warrants, you will have no rights~~ with ~~respect to shares of~~ our ~~common stock issuable upon exercise of your warrants. Upon exercise of your warrants~~products, ~~you~~manufacturers ~~will~~or bemanufacturing ~~entitled~~processes or tofailure ~~exercise the rights of a common stockholder only as~~ to ~~matters~~comply ~~for~~with ~~which~~regulatory ~~the~~requirements, ~~record~~may ~~date~~yield ~~occurs~~various ~~after~~results, ~~the exercise date.~~including:

A● ~~large~~restrictions ~~number~~on manufacturing such products; ● restrictions on the labeling or marketing of ~~shares~~products; ~~issued~~● inrestrictions ~~this~~on ~~offering~~product ~~may~~distribution beor ~~sold~~use; in● ~~the~~requirements ~~market~~to ~~following~~conduct ~~this~~post-marketing ~~offering,~~studies ~~which~~or ~~may~~clinical ~~depress~~trials; ● warning letters or untitled letters; ● withdrawal of the products from the market; ~~price~~● ofrefusal ~~our~~to ~~common~~approve ~~stock.~~pending applications or supplements to approved applications that we submit; ● recall of products;

A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of our common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of our common stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (Securities Act).

The base warrants may not have any value.

Each base warrant sold in this offering will have an exercise price of $ per share and will expire on the fifth anniversary of the date they first become exercisable. In the event our common stock price does not exceed the exercise price of the base warrants during the period when the base warrants are exercisable, the base warrants may not have any value.

There is currently no public market for the warrants to purchase shares of our common stock being offered in this offering, and we can provide no assurance that the base warrants will meet, or continue to meet, the NYSE MKT listing requirements, which may make it difficult for you to sell your warrants.

We intend to apply to list the base warrants on the NYSE MKT following their issuance, which will occur at the closing of this offering, under the symbol “IMUC.WS.B.” However, no assurance can be given that our application will be approved. Additionally, even if the base warrants are approved for listing, they will continue to be subject to the NYSE MKT’s listing criteria, including certain price-based requirements, in order to maintain their listing. In addition, no assurance can be given that an active trading market for the base warrants will develop and continue. Without an active trading market, the liquidity of the base warrants will be limited. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange, and the liquidity of the pre-funded warrants will be limited.

This Rights Offering may cause the trading price of our common stock to decrease.

The Subscription Price, together with the number of shares of common stock we propose to issue and ultimately will issue if this Rights Offering is completed, may result in an immediate decrease in the market price of our common stock. This

~~decrease~~● ~~may continue after the completion of this Rights Offering. If that occurs~~fines, ~~you~~restitution ~~may~~or ~~have~~disgorgement ~~committed to buy shares~~ of ~~common~~profits ~~stock~~or inrevenues; ~~the~~● ~~Rights~~suspension ~~Offering~~or atwithdrawal ~~a price greater than the prevailing market price. We cannot predict the effect, if any, that the availability~~ of ~~shares~~marketing ~~for~~approvals; ~~future~~● ~~sale~~refusal ~~represented~~to bypermit the ~~base~~import ~~warrants issued in connection with the Rights Offering,~~ or ~~the~~export ~~ability to trade the base warrants themselves, will have on the market price~~ of our ~~common~~products; ~~stock~~● ~~from~~product ~~time~~seizure; ~~to time. Further, if a substantial number of Subscription Rights are exercised and the holders of the shares received upon exercise of those Subscription Rights~~ or ~~the~~● ~~related~~injunctions ~~base warrants choose to sell some~~ or ~~all of~~ the ~~shares~~imposition ~~underlying the Subscription Rights or the related base warrants, the resulting sales could depress the market price~~ of ~~our~~civil ~~common stock. Following the exercise of your Subscription Rights you may not be able to sell your common stock at a price equal to~~ or ~~greater~~criminal ~~than the Subscription Price~~penalties.

~~Because~~Further, the FDA’s policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the ~~exercise~~adoption of ~~your~~new ~~Subscription~~requirements or ~~Rights~~policies, isor if we are not ~~revocable~~able to maintain regulatory compliance, ~~you~~we ~~could~~may belose ~~committed~~any tomarketing ~~buying~~approval ~~shares~~that ofwe ~~common~~may ~~stock~~have ~~above~~obtained, ~~the~~which would ~~prevailing~~adversely ~~market~~affect ~~price~~our business, prospects and ability to achieve or sustain profitability.

~~Once~~Potential product ~~you~~liability ~~exercise~~lawsuits ~~your~~against ~~Subscription~~us ~~Rights,~~could ~~you~~cause ~~may~~us ~~not revoke such exercise even if you later learn information that you consider~~ to beincur ~~unfavorable~~substantial toliabilities ~~the~~and ~~exercise~~limit ofcommercialization ~~your Subscription Rights. The market price~~ of ~~our~~any ~~shares~~products ofthat we ~~common stock~~ may decline prior to the expiration of this offering or a Subscribing Rights holder may not be able to sell shares of common stock purchased in this offering at a price equal to or greater than the Subscription Pricedevelop. Until shares of our common stock are delivered upon expiration of the Rights Offering, you will not be able to sell or transfer the shares of our common stock that you purchase in the Rights Offering. Any such delivery will occur as soon as practicable after the Rights Offering has expired, payment for the shares of common stock and related base warrants subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected.

IfThe use of EOM613 or EOM147 or any other product candidates we ~~terminate~~may ~~this~~develop ~~offering~~in ~~for~~clinical trials and the sale of any ~~reason,~~products for which we ~~will~~obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by patients, healthcare providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. On occasion, large judgments have nobeen ~~obligation~~awarded ~~other~~in ~~than~~class toaction ~~return~~lawsuits ~~subscription~~based ~~monies~~on asdrugs ~~soon~~that ashad ~~practicable~~unanticipated adverse effects. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

We● ~~may~~impairment ~~decide,~~of in our ~~sole~~business ~~discretion~~reputation and ~~for~~significant ~~any~~negative ~~reason,~~media toattention; ~~cancel~~● orwithdrawal ~~terminate~~of ~~the~~participants ~~Rights~~from ~~Offering~~our atclinical ~~any~~trials; ~~time~~● ~~prior~~significant costs to defend the ~~expiration~~litigation; ~~date.~~● Ifdistraction ~~this~~of ~~offering~~management’s isattention ~~cancelled~~from orour ~~terminated,~~primary webusiness; ~~will~~● ~~have~~substantial nomonetary ~~obligation~~awards ~~with respect~~ to ~~Subscription~~patients ~~Rights~~or ~~that~~other ~~have~~claimants; ~~been~~● ~~exercised~~inability ~~except~~ to ~~return~~commercialize ~~as soon as practicable~~EOM613, ~~without~~EOM147 ~~interest,~~or ~~the~~any ~~subscription~~other ~~payments~~product ~~deposited~~candidate; ~~with~~● ~~the~~product ~~Subscription~~recalls, ~~Agent.~~withdrawals, Ifor welabeling, ~~terminate~~marketing, ~~this~~or ~~offering~~promotional ~~and~~restrictions; ~~you~~● ~~have~~decreased ~~not~~market ~~exercised~~demand for any ~~Subscription~~product; ~~Rights,~~and ~~such~~● ~~Subscription~~loss ~~Rights~~of ~~will expire worthless~~revenue.

~~Because~~Risks Related ~~we do not have any formal commitments from any of our shareholders~~ to ~~participate in the Rights Offering, the net proceeds we receive from the Rights Offering may be lower than we currently anticipate.~~Commercialization

We face dosignificant ~~not~~competition ~~have any formal commitments~~ from ~~any~~other ofbiotechnology ~~our~~and ~~shareholders~~pharmaceutical tocompanies ~~participate in the Rights Offering,~~ and ~~we cannot assure you that any of~~ our ~~shareholders~~operating orresults ~~warrant holders~~ will ~~exercise~~suffer ~~their~~if ~~Subscription Rights. If our shareholders or participating warrant holders subscribe for fewer shares of our common stock than~~ we ~~currently~~fail ~~anticipate,~~to compete ~~the net proceeds we receive from the Rights Offering could be significantly lower than we currently expect~~effectively.

The biopharmaceutical ~~Subscription~~and ~~Price~~pharmaceutical ~~determined~~industries ~~for~~are ~~this~~highly ~~offering~~competitive and subject to significant and rapid technological change. Our success is ~~not~~highly andependent ~~indication~~on our ability to acquire, develop, and obtain marketing approval for new products on a cost-effective basis and to market them successfully. We face intense competition from a variety of businesses, including large, fully integrated pharmaceutical companies, specialty pharmaceutical companies and biopharmaceutical companies in the ~~fair~~United ~~value~~States and other jurisdictions. These organizations may have significantly greater resources than we do and may conduct similar research; seek patent protection; and establish collaborative arrangements for research, development, manufacturing and marketing of ~~our~~products ~~common~~that ~~stock~~may compete with us.

In determining the Subscription Price, the pricing committee of our board of directors considered a number of factors, including, but not limited to, the price at which our stockholders might be willing to participate in the Rights Offering, the value of the base warrant being issued as a component of the Unit, historical and current trading prices for our common stock, the amount of proceeds desired, the potential need for liquidity and capital, potential market conditions, and the desire to provide an opportunity to our shareholders to participate in the Rights Offering. In conjunction with its review of these factors, our pricing committee also reviewed a range of discounts to market value represented by the subscription prices in various prior Rights Offerings by other public companies. The Subscription Price does not necessarily bear any relationship to the book value of our assets, results of operations, cash flows, losses, financial condition or any other established criteria for value. You should not consider the Subscription Price as an indication of the fair value of our common stock. After the date of this prospectus, our common stock may trade at prices above or below the Subscription Price.

If you do not act on a timely basis and follow subscription instructions, your exercise of Subscription Rights may be rejected.

Holders of Subscription Rights who desire to purchase shares of our common stock and attached base warrants in this offering must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5:00 PM Eastern Time, on the expiration date, unless extended. If you are a beneficial owner of shares of common stock and you wish to exercise your Subscription Rights, you must act promptly to ensure that your broker, dealer,

~~custodian~~Our competitors bank, trustee or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, custodian bank, trustee or other nominee in sufficient time to deliver such forms and payments to the Subscription Agent to exercise the Subscription Rights granted in this offering that you beneficially own prior to 5:00 PM Eastern Time on the expiration date, as may ~~be extended. We will not be responsible if your broker~~, ~~dealer,~~among ~~custodian bank, trustee or~~ other ~~nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5~~things:~~00 PM Eastern Time, on the expiration date.~~

If● ~~you~~have ~~fail~~significantly togreater ~~complete~~name ~~and~~recognition, ~~sign~~financial, ~~the~~manufacturing, ~~required~~marketing, ~~subscription~~drug ~~forms~~development, ~~send an incorrect payment amount~~technical, orand ~~otherwise~~human ~~fail~~resources tothan ~~follow~~we ~~the~~do, ~~subscription~~and ~~procedures~~future ~~that~~mergers ~~apply~~and toacquisitions ~~your exercise~~ in ~~this~~the ~~Rights~~biotechnology ~~Offering,~~and ~~the~~pharmaceutical ~~Subscription~~industries ~~Agent~~ may, ~~depending~~result onin ~~the~~even ~~circumstances,~~more ~~reject~~resources ~~your~~being ~~subscription~~concentrated orin ~~accept~~our itcompetitors; ~~only~~● todevelop ~~the~~and ~~extent~~commercialize ofproducts ~~the~~that ~~payment~~are ~~received.~~safer, ~~Neither~~more weeffective, ~~nor~~less ~~the~~expensive, ~~Subscription~~more ~~Agent~~convenient, ~~undertakes~~or easier to ~~contact~~administer, ~~you concerning an incomplete~~ or ~~incorrect~~have ~~subscription~~fewer ~~form~~ or ~~payment,~~less ~~nor~~severe ~~are~~effects; we● ~~under~~obtain ~~any~~quicker ~~obligation~~regulatory toapproval; ~~correct~~● ~~such~~implement ~~forms~~more oreffective ~~payment.~~approaches ~~We have the sole discretion~~ to ~~determine~~sales ~~whether~~and amarketing; ~~subscription~~or ~~exercise~~● ~~properly~~form ~~follows~~more ~~the~~advantageous ~~subscription~~strategic ~~procedures~~alliances.

~~You~~Smaller and other early-stage companies may ~~not~~also ~~receive~~prove ~~all~~to ofbe ~~the~~significant ~~Units~~competitors, particularly through collaborative arrangements with large and established companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel; establishing clinical trial sites and patient registration; and in acquiring technologies complementary to, or necessary for, our programs. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are more effective, have fewer or less severe side effects, or are more convenient or are less expensive than EOM613 and EOM147. Our competitors may also obtain FDA or other regulatory approval for their product candidates more rapidly than we may obtain approval for EOM613 and EOM147, which ~~you~~could ~~over-subscribe~~result in our competitors establishing or strengthening their market position before we are able to enter the market.

~~Holders~~The successful ~~who~~commercialization ~~fully~~of ~~exercise~~EOM613 ~~their~~or ~~Basic~~EOM147 ~~Subscription~~and ~~Rights~~any ~~will~~other beproduct ~~entitled~~candidate towe ~~subscribe~~develop ~~for an additional number of Units. Over-Subscription Privileges~~ will bedepend ~~allocated~~in ~~pro~~part ~~rata among Rights holders who over-subscribed, based~~ on the ~~number~~extent ~~of over-subscription Units~~ to which governmental ~~they~~authorities ~~have~~and ~~subscribed.~~health Weinsurers ~~cannot~~establish ~~guarantee~~adequate ~~that~~coverage, ~~you~~reimbursement ~~will~~levels, ~~receive~~and ~~any~~pricing ~~or the entire amount of Units for which you subscribed~~policies. IfFailure ~~the prorated amount of Units allocated~~ to ~~you~~obtain or inmaintain ~~connection~~coverage ~~with~~and ~~your~~adequate ~~Over-Subscription~~reimbursement ~~Privilege~~for isour ~~less~~product ~~than~~candidates, ~~your~~if ~~Over-Subscription Request~~approved, ~~then~~could ~~the~~limit ~~excess~~our ~~funds~~ability ~~held by the Subscription Agent on your behalf will be returned~~ to ~~you,~~market ~~without~~those ~~interest, as soon as practicable after the Rights Offering has expired~~ products and ~~all~~decrease ~~prorating~~our ~~calculations~~ability ~~and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligations~~ to ~~you~~generate revenue.

The availability ~~receipt~~and adequacy of ~~Subscription~~coverage ~~Rights~~and ~~may~~reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors are essential for most patients to be ~~treated~~able to afford prescription medications such as aEOM613 ~~taxable~~and EOM147, ~~distribution~~if approved. Our ability to ~~you~~achieve acceptable levels of coverage and reimbursement for products by governmental authorities, private health insurers and other organizations will have an effect on our ability to successfully commercialize our drug and any other product candidates we develop. Assuming we obtain coverage for our product candidates by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-payments that patients find unacceptably high. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for our product candidates or any product that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

WeThird-party payors ~~believe~~increasingly ~~the~~are ~~distribution~~challenging ofprices ~~the~~charged ~~Subscription~~for ~~Rights~~pharmaceutical inproducts ~~this~~and ~~Rights~~services, ~~Offering~~and ~~should~~many bethird-party apayors ~~non-taxable~~may ~~distribution~~refuse to provide ~~holders~~coverage ~~of shares of common stock~~ and ~~the~~reimbursement ~~participating~~for ~~warrants~~particular ~~under~~drugs ~~Section 305(a)~~or ofbiologics ~~the~~when ~~Internal~~an ~~Revenue~~equivalent ~~Code~~generic ~~of 1986~~drug, ~~as amended~~biosimilar, or ~~the~~a ~~"Code."~~less ~~Please~~expensive therapy ~~see~~is ~~the~~available. ~~discussion~~It onis ~~the~~possible ~~"Material~~that ~~U.S.~~a ~~Federal~~third-party ~~Income~~payor ~~Tax~~may ~~Consequences"~~consider ~~below.~~our ~~This~~product ~~position~~candidates isas ~~not~~substitutable ~~binding~~and onoffer ~~the~~to ~~IRS,~~reimburse patients oronly for the ~~courts,~~less ~~however~~expensive product. IfEven ~~this~~if ~~Rights~~we ~~Offering~~show isimproved ~~deemed~~efficacy toor beimproved ~~part~~convenience of aadministration ~~"disproportionate~~with ~~distribution"~~our ~~under Section 305 of the Code~~product candidates, ~~your~~pricing ~~receipt~~ of ~~Subscription~~existing ~~Rights~~drugs ~~in this offering~~ may belimit ~~treated as~~ the ~~receipt~~amount ofwe awill ~~taxable~~be ~~distribution~~able to ~~you~~charge ~~equal~~for toour ~~the~~product ~~fair~~candidates. ~~market~~These ~~value~~payors ofmay ~~the~~deny or ~~Subscription~~revoke ~~Rights.~~the ~~Any~~reimbursement ~~such~~status ~~distribution~~of ~~would~~a begiven ~~treated~~product asor ~~dividend~~establish ~~income~~prices tofor ~~the~~new ~~extent~~or ofexisting ~~our~~marketed ~~current~~products ~~and~~at ~~accumulated~~levels ~~earnings~~that ~~and~~are ~~profits,~~too low ifto ~~any,~~enable ~~with~~us ~~any~~to ~~excess~~realize ~~being~~an ~~treated~~appropriate ~~as a~~ return ofon ~~capital~~our toinvestment ~~the~~in ~~extent~~our ~~thereof~~product ~~and then as capital gain~~candidates. ~~Each~~If ~~holder~~reimbursement ofis ~~shares~~not ofavailable ~~common~~or ~~stock~~is available ~~and~~only ~~each~~at ~~holder~~limited oflevels, awe ~~participating~~may ~~warrant~~not isbe ~~urged~~able to ~~consult~~successfully ~~his,~~commercialize ~~her~~our orproduct ~~its~~candidates ~~own~~and ~~tax~~may ~~advisor~~not ~~with~~be ~~respect~~able to ~~the~~obtain a ~~particular~~satisfactory ~~tax~~financial ~~consequences~~return ofon ~~this~~our ~~Rights~~product ~~Offering~~candidates.

The Subscription Rights are not transferable, and there is no market for the Subscription Rights.

You may not sell, transfer, assign or give away your Subscription Rights. Because the Subscription Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Subscription Rights. You must exercise the Subscription Rights to realize any potential value from your Subscription Rights.

The dealer-manager is not underwriting, nor acting as placement agent of, the Subscription Rights or the securities underlying the Subscription Rights.

Maxim Group LLC is acting as dealer-manager for this Rights Offering. Under the terms and subject to the conditions contained in the dealer-manager agreement, the dealer-manager will provide marketing assistance in connection with this offering. The dealer-manager is not underwriting or placing any of the Subscription Rights or the Units, shares of common stock or base warrants being issued in this offering, and does not make any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), Units, shares of common stock or base warrants. The dealer-manager will not be subject to any liability to us in rendering the services contemplated by the dealer-manager agreement except for any act of bad faith or gross negligence by the dealer-manager. The services of the dealer-manager to us in connection with this offering cannot be construed as any assurance that this offering will be successful.

~~CAUTIONARY~~There is ~~STATEMENT~~significant ~~REGARDING~~uncertainty ~~FORWARD~~related to the insurance coverage and reimbursement of newly approved products. In the United States, third-~~LOOKING~~party payors, ~~STATEMENTS~~including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs and biologics will be covered. The Medicare and Medicaid programs increasingly are used as models in the United States for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs and biologics. Some third-party payors may require pre-approval of coverage for new or innovative devices or drug therapies before they will reimburse healthcare providers who use such therapies. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates.

~~This~~No uniform ~~prospectus~~policy ~~contains~~for ~~forward-looking~~coverage ~~statements,~~and ~~which~~reimbursement ~~reflect~~for ~~the~~products ~~views~~exists ofamong ~~our~~third-party ~~management~~payors ~~with~~in ~~respect~~the toUnited ~~future events and financial performance~~States. ~~These~~Therefore, ~~forward-looking statements are subject to a number of uncertainties~~ coverage and ~~other~~reimbursement ~~factors~~for ~~that~~products ~~could~~can ~~cause actual results to~~ differ ~~materially~~significantly from ~~such~~payor ~~statements~~to payor. ~~Forward-looking~~As ~~statements~~a ~~are identified by words such as “anticipates~~result,” ~~“believes,”~~the ~~“estimates,”~~coverage ~~“expects,”~~determination ~~“intends,”~~process ~~“plans,”~~is ~~“projects,”~~often a ~~“targets”~~time-consuming and ~~similar~~costly ~~expressions.~~process ~~Readers~~that ~~are~~will ~~cautioned~~require ~~not~~us to ~~place~~provide ~~undue~~scientific ~~reliance~~and onclinical ~~these~~support ~~forward-looking~~for ~~statements, which are based on~~ the ~~information~~use ~~available to management at this time and which speak only as~~ of ~~this~~our ~~date.~~product ~~We undertake no obligation~~ candidates to ~~update~~each orpayor ~~revise~~separately, ~~any~~with ~~forward-looking~~no ~~statements,~~assurance ~~whether~~that ascoverage aand ~~result~~adequate ofreimbursement ~~new~~will ~~information,~~be ~~future~~applied ~~events~~consistently or ~~otherwise.~~obtained ~~For~~in ~~a discussion of some of~~ the first ~~factors~~instance. ~~that~~Furthermore, ~~may~~rules ~~cause~~and ~~actual~~regulations ~~results~~regarding toreimbursement ~~differ~~change ~~materially~~frequently, ~~from~~in ~~those~~some ~~suggested~~cases byat ~~the~~short ~~forward-looking statements~~notice, ~~please~~and ~~read~~we ~~carefully~~believe that ~~the~~changes ~~information~~in ~~under~~these ~~“Risk~~rules ~~Factors.”~~and ~~Examples~~regulations ofare ~~our forward-looking statements include:~~likely.

•We may ~~our~~also ~~current~~be ~~views~~subject ~~with~~to ~~respect~~extensive togovernmental ~~our~~price ~~business~~controls ~~strategy~~and other market regulations outside of the United States, ~~business~~and ~~plan~~we believe the increasing emphasis on cost-containment initiatives in other countries have and ~~research~~will continue to put pressure on the pricing and usage ~~development~~of ~~activities;~~medical products. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Other countries allow companies to fix their own prices for medical products but monitor and control company profits.

•Additional foreign price controls or other changes in pricing regulation could restrict the ~~progress~~amount ofthat we are able to charge for our product ~~development programs~~candidates. Accordingly, ~~including~~in ~~clinical~~markets ~~testing~~outside ~~and~~the United States, the ~~timing~~reimbursement offor ~~commencement~~our product candidates may be reduced compared with the United States and ~~results~~may ~~thereof;~~be insufficient to generate commercially reasonable revenue and profits.

•Moreover, increasing efforts by governmental and third-party payors in the United States to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our ~~projected~~product ~~research~~candidates. We expect to experience pricing pressures in connection with the sale of our product candidates due to the trend toward managed health care, the increasing influence of health maintenance organizations and ~~development~~additional ~~expenses;~~legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and biologics and surgical procedures and other treatments, has become intense. As a result, increasingly high barriers are being erected to the entry of new products.

•Even if ~~our~~EOM613 ~~ability~~and/or toEOM147 ~~fund~~or any product candidate we develop receives marketing approval, ~~enroll~~it ~~and~~may ~~successfully~~fail ~~complete~~to ~~the~~achieve ~~phase~~market 3acceptance ~~study~~by physicians, ofpatients, ~~ICT~~third-~~107~~party ~~and~~payors ~~any~~or ofothers ~~our~~in ~~other~~the ~~product~~medical ~~candidates;~~community necessary for commercial success.

•If EOM613 ~~the~~and/or ~~potential~~EOM147 ~~for~~or any product candidate we develop receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors, and ~~timing~~others in the medical community. If it does not achieve an adequate level of ~~development~~acceptance, ~~and~~we ~~commercial~~may ~~success~~not generate significant product revenues or become profitable. The degree of ~~ICT-107;~~market acceptance of our product candidates, if approved, will depend on a number of factors, including but not limited to:

•● the efficacy and potential advantages compared to alternative treatments; ● effectiveness of sales and marketing efforts; ● the cost of treatment in relation to alternative treatments, including any similar generic treatments; ● our ability to ~~continue~~offer ~~development~~our ~~plans~~products for ~~ICT-140~~sale at competitive prices; ● the convenience and ~~ICT-121~~ease of administration compared to alternative treatments;

• our ability to pursue strategic alternatives, including for our immuno-oncology research and development pipeline and technology platform; and

• our ability to further develop our technologies into product candidates.

The identification in this document of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You may rely only on the information contained in this prospectus.

We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock or warrants means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to purchase these securities in any circumstances under which the offer or solicitation is unlawful.

~~USE~~● OFthe ~~PROCEEDS~~willingness of the target patient population to try new therapies and of physicians to prescribe these therapies; ● the strength of marketing and distribution support; ● the availability of third-party coverage and adequate reimbursement; ● the prevalence and severity of any side effects; and ● any restrictions on the use of our product together with other medications.

~~Assuming~~Because we ~~that~~expect ~~all Units~~sales ~~are~~of ~~sold~~our inproduct ~~the~~candidates, ~~Rights~~if ~~Offering~~approved, ~~and no elections~~ to ~~receive~~generate ~~pre-funded~~substantially ~~warrants~~all ~~are~~of ~~made, we estimate that~~ our ~~net~~revenues ~~proceeds~~for ~~from this offering will be approximately $ million, excluding~~ the ~~proceeds,~~foreseeable ~~if any~~future, ~~from~~ the failure ~~exercise~~ of ~~the base warrants, based on the sale of shares of~~ our ~~common~~product ~~stock~~candidates ~~and~~to ~~base~~find ~~warrants~~market toacceptance ~~purchase shares~~would ofharm our ~~common~~business ~~stock in this Rights Offering at a public offering price of $ per share of common stock~~ and ~~$ per~~could ~~related~~require ~~base~~us ~~warrant, and after deducting fees and expenses payable~~ to ~~the~~seek ~~dealer-manager,~~additional ~~and after deducting other expenses payable by us and excluding any proceeds received upon exercise of any warrants issued in the Rights Offering~~financing.

WeIf we ~~currently~~are ~~intend~~unable to ~~use~~establish ~~the net proceeds of this offering to continue enrollment in our phase 3 clinical trial of ICT-107~~sales, ~~to complete phase 1 development of ICT-121~~marketing, ~~to continue our T cell research program~~ and ~~for~~distribution ~~working~~capabilities ~~capital~~either ~~and~~on ~~general corporate purposes as we work to evaluate strategic alternatives for~~ our ~~immuno-oncology~~own ~~research and development pipeline and technology platform, which may include a potential merger, consolidation, reorganization~~ or ~~other business combination, as well as the sale of the company or the company’s assets. We may also use a portion of the net proceeds to acquire or invest~~ in ~~businesses,~~collaboration ~~products~~with ~~and~~third ~~technologies that are complementary to our own~~parties, ~~although~~ we ~~are~~may not ~~currently~~be ~~planning~~successful ~~or negotiating any such transactions. Pending these uses, we intend to invest our net proceeds from this offering primarily~~ in ~~investment~~commercializing ~~grade,~~EOM613 ~~interest-bearing~~and/or ~~instruments. As of the date of this prospectus~~EOM147, weif ~~cannot specify with certainty all of the particular uses for the net proceeds we will have upon completion of the offering~~approved. ~~Accordingly, we will retain broad discretion over the use of these proceeds.~~

We do not have any infrastructure for the sales, marketing, or distribution of EOM613 or EOM147, and the cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. In order to market and successfully commercialize our drug or any product candidate we develop, if approved, we must build our sales, distribution, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. We expect to build a focused sales, distribution and marketing infrastructure to market EOM613 and/or EOM147, if approved, in the United States and Europe. There are significant expenses and risks involved with establishing our own sales, marketing and distribution capabilities, including our ability to hire, retain and appropriately incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team. Any failure or delay in the development of our internal sales, marketing and distribution capabilities could delay any product launch, which would adversely impact the commercialization of that product. For example, if the commercial launch of EOM613 and/or EOM147 for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

Factors that may inhibit our efforts to commercialize our product candidates on our own include:

	●	our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;

	●	the inability of sales personnel to obtain access to physicians or attain adequate numbers of physicians to prescribe our products; and

	●	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

We do not anticipate having the resources in the foreseeable future to allocate to the sales and marketing of our product candidates, if approved, in certain markets overseas. Therefore, our future success will depend, in part, on our ability to enter into and maintain collaborative relationships for such capabilities, the collaborator’s strategic interest in a product and such collaborator’s ability to successfully market and sell the product. We intend to pursue collaborative arrangements regarding the sale and marketing of EOM613 and/or EOM147, if approved, for certain markets overseas; however, we cannot assure you that we will be able to establish or maintain such collaborative arrangements, or if able to do so, that they will have effective sales forces. To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of such third parties, and there can be no assurance that such efforts will be successful.

~~MARKET~~If we ~~PRICE~~are OFunable ~~OUR~~to ~~COMMON~~build ~~STOCK~~our own sales force or negotiate a collaborative relationship for the commercialization of EOM613 and/or EOM147, we may be forced to delay the potential commercialization of the drug or reduce the scope of our sales or marketing activities. If we need to increase our expenditures to fund commercialization activities for EOM613 and/or EOM147 we will need to obtain additional capital, which may not be available to us on acceptable terms, or at all. We may also have to enter into collaborative arrangements for EOM613 and/or EOM147 at an earlier stage than otherwise would be ideal and we may be required to relinquish rights to it or otherwise agree to terms unfavorable to us. Any of these occurrences may have an adverse effect on our business, operating results, and prospects.

~~Market~~If we ~~Information~~are unable to establish adequate sales, marketing, and distribution capabilities, either on our own or in collaboration with third parties, we will not be successful in commercializing our product candidates and may never become profitable. We will be competing with many companies that currently have extensive and well-funded marketing and sales operations. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

~~Our~~A variety ~~common~~of ~~stock~~risks ~~has~~associated ~~been~~with ~~traded~~operating oninternationally ~~the~~could ~~NYSE~~materially ~~MKT~~adversely ~~since~~affect May 30, 2012 under the symbol “IMUC.” Our common stock previously traded on the OTC Bulletin Board over-the-counter market. The price information in the table below for periods prior to the listing of our ~~common stock on the NYSE MKT reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:~~business.

Quarter Ended	High		Low
September 30, 2014	$	46.40	$	34.80
December 31, 2014	$	41.20	$	21.38
March 31, 2015	$	32.81	$	19.20
June 30, 2015	$	21.60	$	17.06
September 30, 2015	$	25.40	$	14.00
December 31, 2015	$	21.20	$	13.61
March 31, 2016	$	15.03	$	8.07
June 30, 2016	$	13.60	$	8.07
September 30, 2016	$	10.60	$	4.44
December 31, 2016 (through December 23, 2016)	$	4.80	$	2.10

We currently have no international operations, but our business strategy includes potentially expanding internationally if any of our product candidates receive regulatory approval. Doing business internationally involves a number of risks, including but not limited to:

~~The~~● ~~reported~~multiple, ~~last~~conflicting ~~sale~~and ~~price~~changing laws and regulations, such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses; ● failure by us to obtain and maintain regulatory approvals for the use of our ~~common~~products ~~stock~~in onvarious countries; ● additional potentially relevant third-party patent rights; ● complexities and difficulties in obtaining protection and enforcing our intellectual property; ● difficulties in staffing and managing foreign operations; ● complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems; ● limits in our ability to penetrate international markets; ● financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the ~~NYSE~~impact ~~MKT~~of local and regional financial crises on ~~December~~demand 23and payment for our products and exposure to foreign currency exchange rate fluctuations; ● natural disasters, ~~2016~~political ~~was~~and $2economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; ● certain expenses including, among others, expenses for travel, translation and insurance; and ● regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the U.22S. ~~per~~Foreign ~~share~~Corrupt Practices Act, its books and records provisions, or its anti-bribery provisions.

~~Stockholders~~Any of these factors could significantly harm any future international expansion and operations and, consequently, our results of operations.

As of September 30, 2016, there were 102 holders of record of our common stock, not including any persons who hold their stock in “street name.”

DIVIDEND POLICY

We have not paid any dividends on our common stock to date and do not anticipate that we will pay dividends in the foreseeable future. Any payment of cash dividends on our common stock in the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, our anticipated capital requirements and other factors that the board of directors may think are relevant. However, we currently intend for the foreseeable future to follow a policy of retaining all of our earnings, if any, to finance the development and expansion of our business and, therefore, do not expect to pay any dividends on our common stock in the foreseeable future.

~~DILUTION~~Risks Related to Our Dependence on Third Parties

IfOur employees ~~you~~and ~~purchase~~independent ~~securities~~contractors, inincluding ~~this~~principal ~~offering~~investigators, ~~you~~CROs, ~~will~~consultants, ~~experience~~vendors, ~~dilution~~and toany ~~the~~third ~~extent~~parties ofwe ~~the~~may ~~difference between the price per share you pay~~ engage in ~~this~~connection ~~offering~~with ~~and~~development ~~the net tangible book value per share of our common stock immediately after this offering assuming no value is attributed to the base warrants,~~ and ~~such base warrants are accounted for and classified as equity. The net tangible book value of our common stock on September 30~~commercialization, ~~2016~~may ~~was~~engage ~~$11,631,413~~in ~~million,~~misconduct or ~~$3.38~~other ~~per~~improper ~~share (based upon 3~~activities,~~444,859~~ ~~shares~~including ofnoncompliance with ~~our~~regulatory ~~common~~standards ~~stock~~and ~~outstanding). Net tangible book value per share is equal to the amount of our total tangible assets~~requirements, ~~less~~which ~~total~~could ~~liabilities,~~have ~~divided~~a bymaterial ~~the~~adverse ~~aggregate~~effect ~~number~~on ~~of shares of~~ our ~~common stock outstanding~~business.

~~After~~Our employees ~~giving~~and ~~effect~~independent tocontractors, ~~the~~including ~~assumed~~principal ~~sale~~investigators, CROs, consultants, vendors and any third parties we may engage in ~~this~~connection ~~Rights~~with ~~Offering~~development byand uscommercialization of ~~Units~~ ~~(consisting~~our product candidates, could engage in misconduct, including intentional, reckless or negligent conduct or unauthorized activities that violate: the laws and regulations of ~~shares~~ the FDA or other similar regulatory requirements of ~~our~~other ~~common~~authorities, ~~stock~~ including those laws that require the reporting of true, complete and ~~base~~accurate ~~warrants~~information to ~~purchase shares~~such ofauthorities; manufacturing ~~our~~standards; ~~common~~data ~~stock~~privacy, atsecurity, afraud ~~public~~and ~~offering~~abuse ~~price~~and ofother ~~$ per~~healthcare ~~share~~laws and regulations; or laws that require the reporting of ~~common~~true, ~~stock~~complete and ~~$ per~~accurate ~~related~~financial ~~base~~information ~~warrant~~and data. Specifically, ~~assuming~~sales, nomarketing ~~sale~~and ofbusiness ~~pre-funded~~arrangements ~~warrants~~in the healthcare industry are subject to extensive laws and ~~after~~regulations ~~deducting~~intended ~~dealer-manager~~to ~~fees~~prevent fraud, misconduct, kickbacks, self-dealing and ~~expenses~~other abusive practices. These laws and ~~estimated~~regulations ~~offering~~may ~~expenses~~restrict ~~payable~~or byprohibit usa wide range of pricing, ~~our~~discounting, asmarketing ~~adjusted~~and promotion, ~~net~~sales ~~tangible~~commission, ~~book~~customer ~~value~~incentive asprograms and other business arrangements. Activities subject to these laws could also involve the improper use or misrepresentation of ~~September~~information ~~30,~~obtained ~~2016~~in ~~would~~the ~~have~~course ~~been~~of ~~$ million~~clinical trials, creation of fraudulent data in preclinical studies or ~~$ per~~clinical ~~share~~trials ofor ~~common~~illegal ~~stock.~~misappropriation ~~This~~of ~~represents~~drug noproduct, ~~change~~which could result in ~~net~~regulatory ~~tangible~~sanctions ~~book~~and ~~value~~cause serious ~~per~~harm ~~share~~to our reputation. It is not always possible to ~~existing~~identify ~~stockholders~~and deter misconduct by employees and another ~~immediate~~third ~~dilution~~parties, ofand the ~~$ per~~precautions ~~share~~we take to ~~new~~detect ~~investors~~and ~~purchasing~~prevent ~~shares~~this ofactivity ~~our~~may ~~common~~not ~~stock~~be effective in ~~this~~controlling ~~offering~~unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. Additionally, ~~attributing~~we are subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the ~~combined~~imposition ~~public~~of ~~offering~~significant ~~price~~civil, criminal toand ~~the~~administrative ~~base~~penalties, ~~warrants~~damages, ~~offered~~monetary ~~hereby~~fines, disgorgements, possible exclusion from participation in Medicare, Medicaid, other U.S. ~~The~~federal ~~following~~healthcare ~~table~~programs ~~illustrates~~or ~~this~~healthcare ~~per~~programs ~~share~~in ~~dilution:~~other jurisdictions, individual imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations.

Subscription Price per Unit (assuming no sale of pre-funded warrants)			$
Net tangible book value per share as of September 30, 2016	$	3.38
Increase per share attributable to new investors in this offering
As adjusted net tangible book value per share as of September 30, 2016 after giving effect to this offering
Dilution per share to investors participating in this offering			$

We currently rely on third-party contract manufacturing organizations (“CMOs”) for the production of clinical supply of EOM613 and EOM147 and intend to rely on CMOs for the production of commercial supply of EOM613 and EOM147, if approved. Our dependence on CMOs may impair or delay the development and commercialization of the drug, which would adversely impact our business and financial position.

~~The~~We have ~~discussion~~limited ~~and~~personnel ~~table~~with ~~above~~experience ~~assume~~in ~~(i)~~manufacturing, ~~the~~and ~~sale~~we bydo usnot ~~of shares~~own offacilities ~~our~~for ~~common~~manufacturing. ~~stock~~Instead, ~~(and~~we norely ~~sale~~on ofand ~~pre-funded~~expect to ~~warrants),~~continue ~~(ii) no~~to ~~exercise~~rely ofon ~~the~~CMOs ~~base~~for ~~warrants~~the orsupply ~~pre-funded~~of ~~warrants~~cGMP ~~offered~~grade inclinical ~~this~~trial ~~offering,~~materials and ~~(iii) no~~commercial ~~receipt~~quantities of ~~cash~~EOM613 ~~upon~~and ~~the~~EOM147 ~~exercise~~and any ofproduct ~~the~~candidates ~~base~~we ~~warrants~~develop, orif ~~the pre-funded warrants~~approved. ~~Upon~~Reliance ~~the~~on ~~exercise~~CMOs ofmay ~~the~~expose ~~base~~us ~~warrants~~to ~~and~~more ~~the~~risk ~~pre-funded~~than ~~warrants,~~ if ~~any,~~we ~~holders~~were ofto ~~the~~manufacture ~~base~~our ~~warrants~~product candidates ~~and~~ourselves. ~~the~~We ~~pre-funded~~intend ~~warrants~~to ~~will~~have ~~experience~~manufactured ~~additional~~a ~~dilution. The~~sufficient ~~discussion~~clinical ~~and~~supply ~~table~~of ~~above~~EOM613 doand ~~not~~EOM147 ~~take~~drug ~~into~~substance ~~account~~to ~~further~~enable ~~dilution~~us to complete ~~new~~our ~~investors~~clinical ~~that~~trials, ~~could~~and ~~occur~~we ~~upon~~have ~~the~~engaged ~~exercise~~or ofintend ~~outstanding~~to ~~options~~engage ~~and~~a ~~warrants~~CMO ~~having~~to aprovide ~~per~~clinical ~~share~~and ~~exercise~~commercial ~~price~~supplies ~~less~~of ~~than~~ the ~~public~~drug ~~offering price per share in this offering~~products.

The facilities ~~number~~used to manufacture our product candidates must be inspected by the FDA and comparable foreign authorities. While we provide oversight of ~~shares~~manufacturing activities, we do not and will not control the execution of manufacturing activities by, and are or will be essentially dependent on, our ~~outstanding~~CMOs ~~common~~for ~~stock~~compliance ~~reflected~~with incGMP requirements for the ~~discussion~~manufacture of our product candidates. As a result, we are subject to the risk that our product candidates may have manufacturing defects that we have limited ability to prevent. If a CMO cannot successfully manufacture material that conforms to our specifications and ~~table~~the ~~above~~regulatory isrequirements, ~~based~~we onwill 3not be able to secure or maintain regulatory approval for the use of our product candidates in clinical trials,~~444~~ or for commercial distribution of our product candidates,~~859~~ ~~shares~~if approved. In addition, we have limited control over the ability of ~~common~~our ~~stock~~CMOs ~~outstanding~~to asmaintain adequate quality control, quality assurance and qualified personnel. If the FDA or comparable foreign regulatory authority finds deficiencies with or does not approve these facilities for the manufacture of ~~September~~our 30product candidates or if it withdraws any such approval or finds deficiencies in the future, ~~2016~~we may need to find alternative manufacturing facilities, which would delay our development program and ~~excludes~~significantly impact our ability to develop, asobtain regulatory approval for or commercialize our product candidates, if approved. In addition, any failure to achieve and maintain compliance with these laws, regulations and standards could subject us to the risk that we may have to suspend the manufacture of our product candidates or that ~~date:~~obtained approvals could be revoked. Furthermore, CMOs may breach existing agreements they have with us because of factors beyond our control. They may also terminate or refuse to renew their agreement at a time that is costly or otherwise inconvenient for us. If we were unable to find an adequate CMO or another acceptable solution in time, our clinical trials could be delayed, or our commercial activities could be harmed.

• 311,001 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of $41.63 per share;

• 14,800 shares of our common stock issuable upon the settlement of outstanding restricted stock units;

• 1,708,724 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $18.02 per share (without giving effect to any of the anti-dilution adjustment provisions thereof); and

• 199,197 shares of our common stock to be reserved for potential future issuance pursuant to our 2016 Equity Incentive Plan.

The number of shares of our common stock to be outstanding immediately after this offering as shown above does not include up to approximately $14.3 million of shares of our common stock that remained available for sale at September 30, 2016 under our Sales Agreement with Cantor Fitzgerald & Co., as agent. Between September 30, 2016 and the date of this prospectus, no shares were sold under the Sales Agreement.

~~BUSINESS~~We rely on and will continue to rely on CMOs to purchase from third-party suppliers the raw materials necessary to produce our product candidates. We do not and will not have control over the process or timing of the acquisition of these raw materials by our CMOs. Supplies of raw material could be interrupted from time to time and we cannot be certain that alternative supplies could be obtained within a reasonable timeframe, at an acceptable cost, or at all. In addition, a disruption in the supply of raw materials could delay the commercial launch of our product candidates, if approved, or result in a shortage in supply, which would impair our ability to generate revenues from the sale of our product candidates. Growth in the costs and expenses of raw materials may also impair our ability to cost effectively manufacture our product candidates. There are a limited number of suppliers for the raw materials that we may use to manufacture our product candidates and we may need to assess alternative suppliers to prevent a possible disruption of the manufacture of our product candidates.

~~Overview~~Finding new CMOs or third-party suppliers involves additional cost and requires our management’s time and focus. In addition, there is typically a transition period when a new CMO commences work. Although we generally have not, and do not intend to, begin a clinical trial unless we believe we have on hand, or will be able to obtain, a sufficient supply of our product candidates to complete the clinical trial, any significant delay in the supply of our product candidates or the raw materials needed to produce our product candidates, could considerably delay conducting our clinical trials and potential regulatory approval of our product candidates.

~~ImmunoCellular~~As part ~~Therapeutics,~~of ~~Ltd.~~their ismanufacture aof ~~clinical-stage~~our ~~biotechnology~~product ~~company~~candidates, ~~that~~our isCMOs ~~developing~~and ~~immune~~third-~~based~~party ~~therapies~~suppliers ~~for~~are ~~the~~expected ~~treatment of cancers. Immunotherapy is an emerging approach~~ to ~~treating~~comply ~~cancer~~with inand ~~which~~respect ~~a patient’s own immune system is stimulated to target tumor antigens, which are molecular signals that~~ the ~~immune~~proprietary rights ~~system~~of ~~uses to identify foreign bodies~~others. ~~While~~If ~~some other cancer immunotherapies target only~~ a ~~single~~CMO ~~cancer~~or ~~antigen,~~third-party ~~our~~supplier ~~technology~~fails ~~can~~to ~~elicit~~acquire anthe ~~immune~~proper ~~response~~licenses ~~against~~or ~~several~~otherwise ~~antigens.~~infringes ~~Our~~the ~~clinical~~proprietary ~~stage~~rights of ~~cancer~~others ~~immunotherapy~~in ~~programs are also distinguished by~~ the ~~fact~~course ~~that~~of ~~they~~providing ~~target~~services ~~cancer~~to ~~stem cells (CSCs)~~us, ~~which~~we ~~are~~may ~~the~~have ~~primary~~to ~~drivers~~find ofalternative ~~tumor~~CMOs ~~growth~~or ~~and~~third-party ~~disease~~suppliers ~~recurrence.~~or ~~Our~~defend ~~most~~against claims ~~advanced~~of ~~product candidate~~infringement, ~~ICT-107,~~either ~~recently~~of ~~began phase 3 testing in~~ which wewould ~~anticipate~~significantly ~~randomizing~~impact ~~approximately~~our ~~542~~ability ~~patients~~to ~~at approximately 120 clinical sites in the U.S.~~develop, ~~Canada~~obtain ~~and~~regulatory ~~Europe.~~approval Infor ~~addition,~~or ~~we have a portfolio of other potential therapeutic immunotherapies using~~ commercialize our ~~proprietary~~product ~~approach~~candidates, toif ~~treating cancer~~approved.

~~ICT-107,~~We intend our lead product candidate, is a dendritic cell (DC) immunotherapy for the treatment of newly diagnosed glioblastoma multiforme (GBM), the most common and lethal type of brain cancer. ICT-107 is designed to ~~activate~~rely aon ~~patient’s~~third ~~immune~~parties ~~system~~ to ~~target~~conduct, ~~six~~supervise ~~different tumor-associated antigens. ICT-107 has completed phase 2 testing with results reported in December 2013. Additional updated results were reported in June 2014~~ and ~~November~~monitor ~~2014.~~our Inclinical ~~November 2015, overall survival (OS) was additionally updated and reported~~trials. ~~The~~If ~~phase~~those 2third ~~clinical~~parties ~~trial~~do ~~was~~not ~~designed~~successfully ascarry out atheir ~~double-blind,~~contractual ~~placebo-controlled (2:1 randomized)~~duties, ~~multicenter~~or ~~evaluation~~if ofthey ~~the~~perform ~~safety and efficacy of ICT-107~~ in ~~patients~~an ~~with~~unsatisfactory ~~newly diagnosed GBM. From January 2011 until September 2012~~manner, ~~124~~it ~~patients~~may ~~were~~harm ~~randomized~~our ~~to standard of care treatment plus ICT-107 or standard of care plus placebo (i~~business.~~e. control). The most recent results are summarized in Table 2.~~

Table 2
Overall Survival*			Median Overall Survival - in Months
Population		Patients Randomized	Treatment Group	Placebo Group	Difference	P Value	HR Ratio
Intent to treat (ITT)		124	18.3	16.7	1.6	0.436	0.846
Per Protocol (PP) HLA-A2
	MGMT Methylated	31	37.7	23.9	13.8	0.645	0.800
	MGMT Unmethylated	38	15.8	11.8	4.0	0.326	0.704

We rely, and will continue to rely, on CROs, CRO-contracted vendors and clinical trial sites to ensure the proper and timely conduct of our clinical trials. Our reliance on CROs for clinical development activities limits our control over these activities, but we remain responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol and legal, regulatory and scientific standards.

Progression Free Survival*			Median Progression Free Survival - in Months
Population		Patients Randomized	Treatment Group	Placebo Group	Difference	P Value	HR Ratio
ITT		124	11.4	10.1	1.3	0.033	0.640
PP HLA-A2
	MGMT Methylated	31	24.1	8.5	15.6	0.004	0.257
	MGMT Unmethylated	38	10.5	6.0	4.0	0.364	0.720
* Overall survival data from October 2015; progression free survival from October 2014.

We and our CROs will be required to comply with the Good Laboratory Practice (“GLP”) requirements for our preclinical studies and GCP requirements for our clinical trials, which are regulations and guidelines enforced by the FDA and are also required by comparable foreign regulatory authorities. Regulatory authorities enforce GCP requirements through periodic inspections of trial sponsors, principal investigators and clinical trial sites. If we or our CROs fail to comply with GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with GCP requirements. In addition, our clinical trials must be conducted with product produced under cGMP requirements. Accordingly, if our CROs fail to comply with these requirements, we may be required to repeat clinical trials, which would delay the regulatory approval process.

AsOur CROs ~~reported~~are innot ~~November~~our ~~2015~~employees, ~~ICT-107~~and ~~treated~~we ~~patients~~do ~~had~~not acontrol ~~numerical~~whether ~~advantage~~or innot ~~median~~they OSdevote ofsufficient 1time and resources to our clinical trials.6 ~~months~~Our CROs ~~more~~may ~~than~~also ~~control~~have ~~patients~~relationships inwith ~~the~~other ~~intent-to-treat~~commercial ~~(ITT)~~entities, ~~population~~including ~~but~~our ~~the~~competitors, ~~difference~~for inwhom ~~survival~~they ~~between~~may ~~ICT-107~~also ~~and~~be ~~control~~conducting ~~treated~~clinical trials, ~~patients~~or (other drug development activities, which could harm our competitive position. We face the ~~primary~~risk ~~efficacy~~of ~~endpoint~~potential unauthorized disclosure or misappropriation of ~~the~~our ~~trial)~~intellectual ~~did~~property ~~not~~by ~~reach~~CROs, ~~statistical~~which ~~significance~~may ~~(p-value~~reduce =our ~~0.44;~~trade ~~Hazard~~secret ~~Ratio~~protection =and 0allow our potential competitors to access and exploit our proprietary technology.~~85).~~ ~~For~~If ~~Progression-Free~~our ~~Survival~~CROs ~~(PFS),~~do annot ~~important~~successfully ~~secondary~~carry ~~efficacy~~out ~~endpoint~~their contractual duties or obligations, fail to meet expected deadlines, or if the ~~most~~quality ~~updated~~or ~~results~~accuracy ~~were~~of ~~reported~~the inclinical ~~November~~data ~~2014~~they ~~when~~obtain ~~ICT-107~~is ~~treated~~compromised ~~patients~~due ~~had~~to athe ~~1.3~~failure ~~month~~to adhere ~~advantage~~to inour ~~median~~clinical ~~PFS~~protocols ~~compared~~or ~~with~~regulatory ~~control~~requirements ~~treated~~or ~~patients~~for inany ~~the~~other ~~ITT~~reason, ~~population.~~our ~~This~~clinical ~~difference~~trials inmay ~~PFS~~be ~~between~~extended, ~~ICT-107~~delayed or terminated, and ~~control~~we ~~treated~~may ~~patients~~not ~~reached~~be ~~statistical~~able ~~significance~~to ~~(p-value~~obtain =regulatory ~~0.03;~~approval ~~Hazard~~for, ~~Ratio~~or =successfully ~~0.64).~~commercialize ~~ICT-107~~any ~~was~~product ~~generally~~candidate ~~well~~that ~~tolerated,~~we ~~with~~develop. As noa ~~imbalance~~result, inour ~~adverse~~financial ~~events~~results ~~between~~and the ~~treated~~commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and ~~control~~our ~~groups~~ability to generate revenue could be delayed.

~~Patients~~If our inrelationship ~~the~~with ~~phase~~any 2CROs ~~study were HLA-A1~~terminate, ~~A2,~~we ormay ~~dual~~not ~~A1/A2. HLA~~be ~~type~~able ~~refers~~ to aenter ~~person’s~~into ~~human~~arrangements ~~leukocyte~~with ~~antigen~~alternative ~~status~~CROs ~~which~~or ~~corresponds~~do toso aon ~~family~~commercially reasonable ~~of genes that regulate the immune system~~terms. ~~Though~~ ~~the~~Switching ~~ICT-107~~or ~~immunotherapy~~adding isadditional ~~designed~~CROs ~~for~~involves ~~all~~substantial ~~three~~cost ~~of these HLA types, the most benefit~~ and ~~best~~requires ~~immune~~management’s ~~responses~~time ~~were observed in patients who were HLA-A2 positive (about 50% of the GBM population in the US~~ and ~~Europe)~~focus. ~~Thus~~In addition, there ~~the phase 3 includes only patients who are HLA-A2 positive. We analyzed HLA-A2 positive patients according to their MGMT gene status (unmethylated or methylated) which~~ is a ~~known~~natural ~~predictor~~transition ofperiod ~~responsiveness~~when toa ~~standard~~new ofCRO ~~care~~commences ~~chemotherapy~~work. ~~MGMT~~ isAs a ~~gene~~result, ~~involved~~delays ~~with DNA repair. As the standard of care chemotherapy in GBM works by damaging DNA~~occur, anwhich ~~active~~can ~~repair~~materially ~~mechanism~~impact ~~diminishes~~our orability to ~~precludes~~meet ~~benefit~~our ~~from~~desired ~~chemotherapy. MGMT~~clinical ~~unmethylated~~development ~~tumor cells can repair DNA damage while MGMT methylated cells cannot~~timelines. ~~While~~Though ~~the subgroups~~ we ~~analyzed~~intend ~~were~~to ~~small~~carefully inmanage ~~size,~~our ~~and~~relationships ~~not~~with ~~powered~~our ~~to show statistical significance~~CROs, ~~the~~there ~~numeric~~can ~~advantages in favor of the ICT-107 treated patients were shown to~~ be no ~~large~~assurance ~~and~~that ~~potentially~~we ~~clinically~~will ~~meaningful.~~not ~~Median~~encounter OSchallenges ~~for~~or ~~the~~delays ~~HLA-A2~~in ~~methylated MGMT per protocol (PP) population was 37.7 months for~~ the ~~ICT-107~~future ~~patients~~or ~~and~~that ~~23.9~~these ~~months~~delays ~~for~~or ~~the~~challenges ~~control~~will ~~group, representing a 13.8 month median OS numeric benefit for the ICT-107 treated group while~~ not ~~achieving~~have ~~statistical~~an ~~significance~~adverse impact ~~(p-value~~on =our ~~0.65;~~business, ~~Hazard~~financial ~~ratio~~condition ~~= 0.80). Median OS for the HLA-A2 unmethylated MGMT PP population was 15.8 months for ICT-107 patients~~ and 11prospects.~~8 months for the control group, representing a 4 month median OS numeric benefit for the ICT-107 treated group while not achieving statistical significance (p-value = 0.33; Hazard Ratio = 0.70).~~

We● ~~decided~~the tonumber ~~pursue~~and ~~phase~~type 3of ~~testing~~our ofcollaborations ~~ICT-107~~could inadversely ~~HLA-A2~~affect ~~patients~~our onattractiveness ~~the~~to ~~basis~~future ofcollaborators ~~the~~or ~~updated~~acquirers; ~~phase~~and 2● ~~ICT-107~~the ~~trial~~loss ~~data~~of, ~~post-phase~~or 2a ~~discussions~~disruption ~~with~~in ~~U.S.~~our ~~and~~relationship ~~European~~with, ~~regulators~~any ~~and~~one ~~consultation~~or ~~with~~more ~~GBM~~collaborators ~~key~~could ~~opinion~~harm ~~leaders~~our business.

InIf any ~~addition~~collaborations todo ~~focusing~~not ~~only~~result onin ~~HLA-A2~~the ~~patients~~successful development and commercialization of products or if one of our collaborators terminates its agreement with us, we ~~made~~may ~~several~~not ~~changes~~receive any future research and development funding or milestone or royalty payments under such collaborations. If we do not receive the funding we expect under these agreements, our continued development of our product candidates could be delayed, and we may need additional resources to develop additional product candidates. All of the ~~phase~~risks 3relating ~~protocol~~to ~~based~~product ondevelopment, regulatory approval and commercialization described in this prospectus also apply to the ~~phase~~activities 2of ~~results~~any collaborators and ~~analysis~~there can be no assurance that our collaborations will produce positive results or successful products on a timely basis or at all.

•In addition, Ansubject ~~anergy~~to ~~test~~its ~~was~~contractual ~~added~~obligations to ~~patient~~us, ~~screening.~~if ~~This~~one ~~test~~of ~~seeks~~our tocollaborators ~~identify~~is ~~patients~~involved ~~with~~in a ~~properly~~business ~~functioning~~combination ~~immune~~or ~~system~~otherwise changes its business priorities, ~~which~~the iscollaborator anmight ~~important~~deemphasize ~~consideration~~or ~~when~~terminate ~~testing~~the andevelopment ~~immune-based~~or ~~therapy~~commercialization of our product candidates. If a collaborator terminates its agreement with us, we may find it more difficult to attract new collaborators and the perception of our business and our stock price could be adversely affected.

•We may ~~More~~in ~~doses~~the ~~are~~future ~~included~~collaborate with additional pharmaceutical and biotechnology companies for development and potential commercialization of therapeutic products. We face significant competition in seeking appropriate collaborators. Our ability to reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the ~~phase~~collaborator’s 3resources ~~protocol~~and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. ~~Patients~~If we are ~~dosed~~unable to ~~until~~reach ~~they~~agreements ~~progress~~with orsuitable ~~run~~collaborators ~~out~~on ofa ~~treatment~~timely basis, on acceptable terms, or ~~placebo.~~at Inall, we may have to curtail the ~~first~~development of ~~year~~a product candidate, ~~after~~reduce ~~standard~~or delay its development program or one or more of ~~care~~our ~~surgery~~other ~~and~~development ~~chemoradiation~~programs, ~~patients~~delay ~~receive~~its ~~four~~potential commercialization ~~induction~~or ~~doses~~reduce in the ~~first~~scope ~~month~~of any sales or marketing activities, or increase our expenditures and ~~then~~undertake ~~monthly~~development ~~maintenance~~or commercialization ~~doses~~activities ~~thereafter~~at our own expense. ~~The~~If ~~phase~~we 3elect ~~design~~to ~~now~~fund ~~includes~~and 15undertake ~~doses~~development inor ~~the~~commercialization ~~first~~activities ~~year~~on ifour own, ~~the~~we ~~patient~~may ~~does~~need to obtain additional expertise and additional capital, which may not ~~progress~~be ~~compared~~available to ~~seven~~us ~~doses~~on inacceptable ~~the~~terms ~~phase~~or 2at ~~design~~all. If ~~The~~we ~~intent~~fail is to ~~give~~enter ~~patients~~into collaborations and do not have sufficient funds or expertise to undertake the ~~opportunity~~necessary development and commercialization activities, we may not be able to ~~mount~~further andevelop ~~immune~~our ~~response~~product candidates or bring them to ~~treatment~~market or continue to develop our programs, and our business may be materially and adversely affected.

• An updated progression assessment is included. Progression will now be assessed using the iRANO criteria. This methodology is an update from the RANO criteria utilized in the phase 2 trial. Because dosing stops once a patient has progressed, accurate progression assessment is important for keeping patients on the trial as long as possible.

The phase 3 design was submitted to the U.S. FDA and we received Special Protocol Assessment (SPA) agreement in August 2015. Patient screening began in November 2015 in the U.S. We anticipate that it will take until mid-2019 to randomize approximately 542 patients and that the trial will complete by about mid-2021. The final analysis will be performed after at least 387 OS events have been observed and at least 50% of subjects with the methylated MGMT gene have died. As of December 7, 2016, we had 64 active trial sites in the U.S. and two in Canada. Furthermore, 266 patients had been screened, 34 of whom had successful manufacturing runs to produce ICT-107 and control. The first patient in the trial was treated on June 7, 2016 and 13 patients have been randomized to date. In addition, our initial clinical trial applications have been approved by regulatory authorities in the Netherlands, the U.K. and Spain, and we are in discussions with regulatory authorities in Austria, Switzerland, Germany, Italy and France.

There are currently two interim analyses to be conducted by the Independent Data Monitoring Committee (DMC). The first is a futility assessment that will occur when 30% of the required OS events have been observed. We estimate that the triggering condition for this assessment will occur approximately mid-2019. The second is an efficacy assessment that will occur when 67% of the required OS events have been observed. We estimate that the triggering condition for this assessment will occur approximately in the first quarter of 2020. The trial is being conducted in the U.S., Canada, and Europe and we are working with the major cancer cooperative groups in each region to ensure sufficient and timely access to qualifying patients.

The Company plans to submit a protocol amendment to FDA before the end of 2016 and thereafter to regulatory agencies in Canada and the European countries participating in the trial. This amendment is designed to improve the success rate and speed of randomization from the original protocol by resolving certain issues identified in the first several months of operating the trial.

InRisks Related ~~addition~~ to ~~ICT-107,~~Healthcare weLaws ~~are also developing two other therapeutic DC immunotherapies: ICT-140 for ovarian cancer~~ and ~~ICT-121~~Other ~~for~~Legal ~~recurrent~~Compliance GBM. ICT-140 targets seven tumor-associated antigens expressed on ovarian cancer cells. Some of the antigens utilized in ICT-140 were also used in ICT-107. We filed an investigational new drug (IND) application for ICT-140 at the end of 2012 and the IND was allowed by the FDA in January 2013. We subsequently modified the design of the trial and amended the IND to reflect these changes in May 2013 and September 2014. These amendments were allowed by the FDA shortly after the submissions. During the interim time period, we upgraded our generalized DC immunotherapy manufacturing process to bring it to a phase 3 and commercial ready state. We plan to use this improved process to manufacture clinical supplies for the ICT-140 trial. Currently, we are holding the initiation of this trial until we can find a partner to share expenses or until we have secured sufficient financial resources to complete the ICT-107 phase 3 program. Matters

~~ICT-121 specifically targets CD133, a CSC marker that is overexpressed in a wide variety of solid tumors, including ovarian, pancreatic,~~ Current and ~~breast~~future ~~cancers.~~healthcare Welegislation ~~began~~may ~~screening~~increase patients in September 2013 for a single-site phase 1 trial in recurrent GBM. Originally it was our intention to enroll 20 patients at one site. However, during 2014, we determined that enrollment could be accelerated if additional sites were added to the ~~study.~~difficulty ~~In 2015 we added five sites~~ and ~~made~~cost ~~modifications~~for inus ~~the screening criteria~~ to ~~facilitate~~obtain ~~enrollment.~~marketing Asapproval of ~~July 21, 2016, the trial was fully enrolled~~ and wecommercialize ~~anticipate~~our ~~that initial results could be available within a year. Because this phase 1 trial is unblinded~~product candidates, ~~trial~~if ~~endpoints can be evaluated on a preliminary basis as the trial moves toward completion. Only after the trial has completed and the data have been collected~~approved, ~~validated,~~ and ~~delivered~~may toaffect the ~~Company~~prices ~~will~~we ~~results~~may ~~be final~~set. As of December 7, 2016, ten deaths have occurred within the group of 20 enrolled patients. The current median survival is 15 months although this statistic could change as the trial continues. There is no control group in this phase 1 trial. However, this median survival time compares favorably to historical control values from other trials. In particular, the Celldex trial of Rindopepimut in recurrent glioblastoma reported a median survival of 11.6 months, which was statistically better than the in-trial control group median of 9.3 months.

In the ~~September~~United ~~2014~~States and other jurisdictions, wethere ~~entered~~have ~~into~~been, aand ~~licensing~~we ~~agreement~~expect ~~with~~there ~~the~~will ~~California~~continue ~~Institute~~to ofbe, ~~Technology~~a ~~(Caltech)~~number ~~for~~of ~~exclusive~~legislative ~~rights~~and toregulatory changes ~~novel~~and ~~technology~~proposed ~~for~~changes to the ~~development~~healthcare ofsystem ~~stem~~that ~~cell~~could ~~immunotherapies~~affect ~~for~~our ~~the~~future ~~treatment~~results of ~~cancer~~operations. ~~The~~In ~~technology~~particular, ~~originated~~there ~~from~~have ~~the~~been and ~~labs~~continue to be a number of ~~David~~initiatives ~~Baltimore,~~at Phthe U.DS., ~~Nobel~~federal ~~Laureate~~ and ~~President~~state ~~Emeritus~~levels atthat ~~Caltech,~~seek ~~and~~to ~~utilizes~~reduce ~~the~~healthcare ~~patient’s~~costs ~~own~~and ~~hematopoietic~~improve ~~stem~~the quality ~~cells~~of tohealthcare. ~~create~~For ~~antigen-specific~~example, ~~killer~~in TMarch ~~cells~~2010, tothe ~~treat~~Patient ~~cancer.~~Protection Weand ~~plan~~Affordable toCare ~~utilize~~Act, ~~this~~as ~~technology~~amended toby ~~expand~~the Health Care and Education ~~complement~~Reconciliation ~~our~~Act ~~DC-based~~(collectively ~~cancer~~the ~~immunotherapy~~“ACA”) ~~platform~~was enacted, ~~with~~which substantially changed the ~~goal~~way ofhealthcare ~~developing~~is ~~new~~financed by ~~immunotherapies~~both ~~that~~governmental ~~kill~~and ~~cancer~~private ~~cells~~insurers. inAmong athe ~~highly~~provisions ~~directed~~of ~~and~~the ~~specific~~ACA, ~~manner~~those ~~and~~of ~~that~~greatest ~~can~~importance ~~function~~to asthe ~~monotherapies~~pharmaceutical orand inbiotechnology industries ~~combination~~include ~~therapy~~the ~~approaches.~~following:

~~Caltech’s~~● ~~technology~~an ~~potentially~~annual, ~~addresses~~non-deductible ~~the~~fee ~~challenge,~~payable ~~and~~by ~~limitation,~~any entity that ~~TCR~~manufactures or imports certain branded prescription drugs and biologic agents (Tother ~~cell~~than ~~receptor~~those designated as orphan drugs), ~~technologies~~which ~~have~~is ~~faced~~apportioned ofamong ~~generating~~these entities according to their market share in certain government healthcare programs; ● a ~~limited~~new ~~immune~~Medicare ~~response~~Part ~~and~~D ~~having~~coverage angap ~~unknown~~discount ~~persistence~~program, in which manufacturers must agree to offer point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the ~~patient~~manufacturer’s ~~body.~~outpatient Wedrugs ~~believe~~to ~~that~~be bycovered ~~inserting~~under ~~DNA~~Medicare ~~that~~Part ~~encodes~~D; T● ~~cell~~new ~~receptors~~requirements ~~into~~to ~~hematopoietic~~report ~~stem~~certain ~~cells~~financial ~~rather~~arrangements ~~than~~with ~~into~~physicians Tand ~~cells~~teaching hospitals, including reporting “transfers of value” made or distributed to prescribers and other healthcare providers and reporting investment interests held by physicians and their immediate family members; ● an increase in the ~~immune~~statutory ~~response~~minimum ~~can~~rebates bea ~~transformed~~manufacturer ~~into~~must pay under the Medicaid Drug Rebate Program; ● a ~~durable~~new ~~and~~methodology ~~more~~by ~~potent~~which ~~response~~rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs and biologics that ~~could~~are ~~effectively~~inhaled, ~~treat~~infused, ~~solid~~instilled, ~~tumors.~~implanted, ~~This~~or ~~observation~~injected; ~~has~~● ~~been~~extension ~~verified~~of a manufacturer’s Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in ~~animal~~Medicaid ~~models~~managed bycare ~~investigators~~organizations; ● expansion of eligibility criteria for Medicaid programs thereby potentially increasing a manufacturer’s Medicaid rebate liability; ● a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research; ● establishment of a Center for Medicare Innovation at ~~Caltech~~the Centers for Medicare & Medicaid Services, or CMS, to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending; ● expansion of the ~~National~~entities ~~Cancer~~eligible ~~Institute~~for discounts under the Public Health Service program; and ● a licensure framework for follow on biologic products.

~~The~~Other legislative ~~first~~changes ~~phase~~have been proposed and adopted in the ~~research~~United ~~program~~States ~~for~~since ~~this~~the ~~Stem-to-T-Cell~~ACA ~~technology~~was isenacted. toFor ~~identify~~example, the ~~genetic~~Budget ~~sequence~~Control Act of a2011, ~~TCR~~resulted ~~that~~in ~~will~~aggregate ~~become~~reductions ~~the~~of ~~basis~~Medicare ~~for~~payments ~~the~~to ~~product~~providers ~~development~~of ~~program.~~2% Inper ~~November~~fiscal ~~2015,~~year. weThese ~~entered~~reductions went into aeffect in ~~sponsored~~April ~~research~~2013 ~~agreement~~and, ~~with~~due ~~The~~to ~~University~~subsequent oflegislative ~~Texas~~amendments MDto ~~Anderson~~the ~~Cancer~~statute, ~~Center~~will ~~with~~remain ~~the~~in ~~goal~~effect ofthrough ~~identifying~~2027 aunless ~~TCR~~additional ~~sequence~~action is taken by Congress. In ~~addition~~January 2013, inthe ~~2015~~American weTaxpayer ~~acquired~~Relief anAct ~~option~~of ~~from~~2012 ~~Stanford~~was ~~University~~signed tointo ~~evaluate~~law, ~~certain~~which, ~~technology~~among ~~related~~other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the ~~identification~~statute of ~~TCRs~~limitations ~~that~~period ~~could~~for ~~prove~~the ~~useful~~government into ~~supporting~~recover ~~our~~overpayments ~~Stem-~~to~~-T-Cell~~ ~~research~~providers ~~efforts~~from three to five years. We ~~anticipate~~Additionally, ~~that~~the orphan drug tax credit was reduced as part of a ~~TCR~~broader ~~sequence~~tax ~~for~~reform. ~~our~~These ~~Stem-to-T-Cell~~new ~~program~~laws ~~could~~or beany ~~available~~other similar laws introduced in the ~~first~~future may ~~quarter~~result ofin ~~2017~~additional reductions in Medicare and other health care funding, which could negatively affect our customers and accordingly, our financial operations.

Autologous cell-based therapies must be manufactured separately for each patient. As a consequence, the manufacturing costs are typically higher than other types of therapies that are not patient specific. Our DC immunotherapy manufacturing process produces multiple doses for a patient from a single manufacturing run utilizing a single apheresis from the patient. Each manufacturing run takes three days to complete. In addition, the immunotherapy is stored frozen in liquid nitrogen making the logistics of shipping and administration to the patient easier than that for cell therapies that must be shipped fresh and administered to the patient within hours of manufacture.

While we believe that we have a promising technology portfolio of multiple clinical-stage candidates, we do not currently anticipate that we will generate any revenues from either product sales or licensing in the foreseeable future. We have financed the majority of our prior operations through the sales of securities and believe that we may access grants and awards to supplement future sales of securities. On September 18, 2015, the Company received an award in the amount of $19.9

~~million~~In addition, ~~from~~there ~~the~~has ~~California~~been ~~Institute~~increasing oflegislative ~~Regenerative~~and ~~Medicine~~enforcement ~~(CIRM)~~interest toin ~~partially~~the ~~fund~~United ~~our~~States ~~phase~~with 3respect ~~trial~~to ofspecialty ~~ICT-107.~~drug ~~The award provides for a $4~~pricing practices.0 ~~million project initial payment~~Specifically, ~~which~~there ~~was~~have ~~received~~been ~~during~~Congressional ~~the~~inquiries ~~fourth quarter of 2015,~~ and upproposed tofederal ~~$15.9 million in future milestone payments that are primarily dependent on patient enrollment~~ and ~~randomization~~state inlegislation ~~the~~designed ~~ICT-107~~to ~~phase~~bring 3more ~~trial. In June 2016, the terms of the award from CIRM were amended~~ transparency to ~~(i) increase~~drug ~~the project initial payment by $1.5 million~~pricing, ~~which we received on July 18, 2016, and (ii)~~ reduce the ~~potential~~cost ~~future milestone payments by a corresponding $1.5 million. The potential total amount~~ of ~~the~~prescription ~~award~~drugs ~~from~~under ~~CIRM remains at $19.9 million. Under the terms of the CIRM award~~Medicare, wereview ~~are obligated to share future ICT-107 related revenue with CIRM. The percentage of revenue sharing is dependent on~~ the ~~amount~~relationship ofbetween ~~the~~pricing ~~award~~and wemanufacturer ~~receive~~patient programs and ~~whether~~reform ~~the~~government ~~revenue~~program isreimbursement ~~from~~methodologies ~~product~~for ~~sales or license fees~~drugs. ~~The~~Moreover, ~~maximum~~payment ~~revenue~~methodologies ~~sharing amount we~~ may be ~~required~~subject to ~~pay~~changes in tohealthcare ~~CIRM~~legislation ~~is equal to nine times the total amount awarded~~ and ~~received~~regulatory initiatives. We ~~have~~expect ~~the~~that ~~option~~additional ~~to decline any and all amounts awarded by CIRM~~U.S. Asfederal anhealthcare ~~alternative~~reform tomeasures ~~revenue~~will ~~sharing,~~be weadopted in ~~have~~ the ~~option~~future, toany ~~convert~~of ~~the award to a loan,~~ which ~~option~~could ~~must~~limit ~~be exercised on or before ten (10) business days after~~ the ~~FDA~~amounts ~~notifies us~~ that itthe ~~has accepted our application for marketing authorization~~U.S. Infederal ~~the~~government ~~event we exercise our right to convert the award to a loan, we~~ will bepay ~~obligated~~for tohealthcare ~~repay~~products ~~the~~and ~~loan within ten (10) business days of making such election~~services, ~~including~~which could ~~interest~~result atin ~~the~~reduced ~~rate~~demand offor ~~the~~our ~~three-month~~product ~~LIBOR~~candidates ~~rate~~or ~~(0.85%~~additional aspricing ~~of September 30, 2016) plus 25% per annum~~pressures.

~~The~~Individual states ~~estimated~~in ~~cost~~the ofUnited ~~completing~~States ~~the~~have ~~development~~also ofbecome ~~any~~increasingly ofaggressive ~~the~~in ~~current~~passing orlegislation ~~potential~~and ~~immunotherapy~~implementing ~~candidates~~regulations ~~will~~designed ~~require~~to control uspharmaceutical toand ~~raise~~biological ~~additional~~product ~~capital~~pricing, ~~generate~~including ~~additional~~price ~~capital~~or ~~from~~patient ~~the~~reimbursement ~~uncertain~~constraints, ~~exercise~~discounts, ofrestrictions on ~~outstanding~~certain ~~warrants,~~product oraccess ~~enter~~and ~~into~~marketing ~~collaboration~~cost ~~agreements~~disclosure ~~with~~and ~~third~~transparency ~~parties.~~measures, ~~There~~and, ~~can~~in besome nocases, ~~assurances~~designed ~~that~~to weencourage ~~will~~importation from beother ~~able~~countries toand ~~obtain~~bulk ~~any~~purchasing. ~~additional~~Legally ~~funding,~~mandated orprice ifcontrols ~~such~~on ~~funding~~payment isamounts ~~available,~~by ~~that~~third-party ~~the~~payors ~~terms~~or ~~will~~other berestrictions could ~~favorable.~~harm Inour ~~addition~~business, ~~collaborations~~results ~~with~~of ~~third~~operations, ~~parties~~financial ~~may~~condition ~~not~~and beprospects. ~~available~~In toaddition, usregional healthcare authorities and ~~may~~individual hospitals ~~require~~are usincreasingly tousing ~~surrender~~bidding ~~rights~~procedures to ~~many~~determine ofwhat ~~our~~pharmaceutical products, and which ~~may~~suppliers ~~reduce~~will ~~the~~be ~~potential~~included ~~share~~in their ofprescription ~~returns~~drug inand ~~any~~other ~~licensed~~healthcare ~~products~~programs. IfThis wecould ~~are~~reduce ~~unable~~the toultimate ~~raise~~demand ~~sufficient~~for ~~capital~~our orproduct ~~secure~~candidates ~~collaborations~~or ~~with~~put ~~third~~pressure on ~~parties, we will not be able to further develop~~ our product ~~candidates~~pricing.

~~Technology~~In markets outside of the United States, reimbursement and ~~Potential~~healthcare ~~Products~~payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. We cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation or administrative action in the United States or any other jurisdiction. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability.

~~The~~Our business ~~table~~operations ~~below~~and ~~summarizes~~current ~~the~~and ~~status~~future ofrelationships ~~our~~with ~~ICT-107~~investigators, ~~ICT-121~~healthcare ~~and~~professionals, ~~ICT~~consultants, third-~~140~~party ~~product~~payors, patient ~~candidates~~organizations, and ~~other~~customers ~~technologies:~~will be subject to applicable healthcare regulatory laws, which could expose us to penalties.

PRODUCT CANDIDATE	TARGET INDICATION	STATUS
Active Immunotherapies
ICT-107(DC-based immunotherapy targeting CSCs and cancer antigens)	Newly diagnosed GBM	Phase 3 enrolling patients
ICT-140(DC-based immunotherapy targeting CSCs and cancer antigens)	Ovarian cancer	Phase 2 pending
ICT-121(DC-based immunotherapy targeting CD133+ CSCs)	Recurrent GBM and other solid tumor cancers	Phase 1 in progress
Stem cell therapies for cancer	To be determined	Pre-clinical

Our business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our product candidates, if approved. Such laws include:

~~Cancer~~● isthe ~~caused~~U.S. byfederal ~~abnormal~~Anti-Kickback ~~cells~~Statute, ~~that~~which ~~grow~~prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving, or providing any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an ~~uncontrolled~~individual ~~manner~~for, or the purchase, lease, order, or recommendation of, any good, facility, item, or service, for which payment may be made, in whole or in part, under U.S. ~~These~~federal ~~cells~~and ~~proliferate~~state healthcare programs such as Medicare and ~~can~~Medicaid. ~~metastasize~~A ~~throughout~~person or entity does not need to have actual knowledge of the ~~body~~statute ~~causing~~or ~~organ~~specific ~~failure~~intent ~~and~~to ~~death~~violate it in order to have committed a violation. ~~Unfortunately~~The U.S. federal Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, ~~conventional~~purchasers ~~cancer~~and ~~treatments~~formulary managers on the other hand; ● the U.S. federal false claims and civil monetary penalties laws, ~~such~~including asthe ~~surgery~~civil False Claims Act (the “FCA”) which, ~~radiation~~among other things, impose criminal and ~~chemotherapy~~civil penalties, ~~have~~including ~~limited~~through ~~therapeutic~~civil ~~benefit~~whistleblower ~~and~~or ~~significant~~qui ~~undesirable~~tam ~~side~~actions, ~~effects.~~against ~~Our~~individuals ~~goal~~or isentities for knowingly presenting, or causing to ~~develop~~be ~~cancer~~presented, ~~therapies~~to the U.S. federal government, claims for payment or approval that ~~activate~~are ~~the~~false ~~body’s~~or ~~immune~~fraudulent, ~~system~~knowingly ~~response~~making, using or causing to ~~fight~~be ~~cancer~~made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. ~~FDA-approved~~federal ~~cancer~~government. ~~immunotherapies~~In addition, ~~such~~the asgovernment ~~sipuleucel-T~~may assert that a claim including items and ~~ipilimumab~~services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. A claim includes “any request or demand” for money or property presented to the federal government. In addition, ~~have~~manufacturers ~~been~~can ~~shown~~be held liable under the FCA even when they do not submit claims directly to ~~improve~~government ~~patient~~payors ~~survival~~if ~~where~~they ~~conventional~~are ~~therapies~~deemed ~~failed.~~to “cause” the submission of false or fraudulent claims;

We believe our approach of targeting multiple tumor-associated antigens, as well as CSC antigens, will enable us to develop clinically effective treatments. Cancer is a complex disease often characterized by several cellular abnormalities. We believe that targeting multiple cancer antigens not only increases the likelihood of an effective treatment, but also can prevent the tumor escape mechanisms sometimes observed with single-antigen targeted therapies.

Solid tumors commonly consist of different types of cancer cells. CSCs are a subset of cancer cells representing a small number of all cells in a tumor. They are believed to be responsible for growth and recurrence of primary and metastatic tumors. Like normal stem cells, CSCs have the ability to self-renew as well as make differentiated daughter cells. But, unlike normal stem cells, CSCs no longer have the ability to regulate their own growth. Scientists have shown that CSCs are resistant to radiation and chemotherapy. Thus, conventional therapies can eliminate most of the bulk tumor, but since the CSCs are not

~~destroyed~~● the U.S. federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the ~~tumor~~money ~~can~~or ~~regrow~~property ~~after~~owned ~~treatment~~by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., ~~Complete~~public ~~eradication~~or private) and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the ~~entire~~U.S. ~~tumor~~federal ~~mass~~Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; ● HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), and their respective implementing regulations, which impose, among other things, specified requirements relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization by covered entities subject to the rule, such as health plans, healthcare clearinghouses and healthcare providers as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions; ● the FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices; ● the U.S. federal legislation commonly referred to as the Physician Payments Sunshine Act, enacted as part of the ACA, and its implementing regulations, which requires ~~elimination~~certain manufacturers of drugs, devices, biologics, and medical supplies that are reimbursable under Medicare, Medicaid, or the ~~CSCs~~Children’s Health Insurance Program to report annually to the government information related to certain payments and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members; and ● analogous U.S. state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

~~Active~~Because of ~~Immunotherapy~~the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it is possible that some of our business activities, including our consulting agreements and other relationships with physicians and other healthcare providers, some of whom receive stock or stock options as compensation for their services, could be subject to challenge under one or more of such laws. Ensuring that our current and future internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.

DCs are cells responsible for antigen processing and presentation to the immune system and play a central role in the body’s immune response. They act as first responders that initiate a T cell response to fight infections or foreign bodies. DCs do this by recognizing, processing and presenting foreign antigens to the T cells. Thus, they are powerful potentiators of acquired immunity through an effective presentation of the cancer antigens to T cells, which subsequently mediate the killing of cancer cells. The goal of DC-based immunotherapies is to (i) make use of and enhance the DC’s ability to trigger a T cell response and (ii) stimulate DCs to focus the T cell response to specifically target and destroy cancer cells.

DCs normally do not target malignant tumors, since they do not recognize the tumor as a foreign body that needs to be eliminated. Also, they are typically not present in sufficient numbers to permit an adequately potent immune response to fight cancer. DC therapy typically involves harvesting peripheral blood mononuclear cells (PBMCs) from a patient, culturing them and processing them in a laboratory to produce a sufficient number of highly potent DCs. The DCs are then cultured with tumor-associated antigens and injected back into the patient, where they can signal T cells to seek out and destroy cancer cells that express the tumor-associated antigens.

Sipuleucel-T was the first cell-based cancer immunotherapy to be approved by the FDA. This prostate cancer immunotherapy utilizes the patient’s antigen presenting cells (APCs) to target a single tumor antigen known as prostatic acid phosphatase. A randomized phase 3 trial showed that sipuleucel-T was safe and extended the median overall survival of metastatic castrate-resistant prostate cancer patients by four months.

We believe that manufacturing and logistical costs associated with sipuleucel-T have limited the drug’s commercial viability. Manufacturing is relatively inefficient as only about 25% of the final product actually consists of APCs. The APCs cannot be stored and must be administered within 18 hours. Also, patients must undergo three apheresis procedures every two weeks to harvest enough cells to manufacture three doses of sipuleucel-T.

In contrast, our DC technology avoids many of sipuleucel-T’s shortcomings. As much as 90% of our final manufacturing product is DCs, which, we believe, can stimulate a much stronger immune response than APCs. Our manufacturing process is typically able to produce about 20 doses from a single apheresis procedure. Each manufacturing run takes three days to complete. The DCs can be frozen and stored for long periods. Our phase 2 ICT-107 immunotherapies have already demonstrated stability beyond two years. Freezing the immunotherapy eliminates the need to ship the product back to patients within 18 hours. Also, DCs can be administered more conveniently by intradermal injection versus intravenous infusion for sipuleucel-T.

Product Candidates

ICT-107

The American Cancer Society (ACS) estimates that about 23,770 malignant tumors of the brain and spinal cord were diagnosed in the U.S. in 2015. GBM is the most prevalent and aggressive form of brain cancer. Over 10,000 new patients are diagnosed with GBM in the U.S. each year. Despite advances in surgery, radiation, and chemotherapy, recurrence is almost a certainty, occurring on average within 6.9 months. The median survival time for newly diagnosed GBM patients is only 14.6 months, and fewer than 10% of these patients live more than five years.

ICT-107 is a DC immunotherapy that targets six different tumor-associated antigens that are found on patients’ tumor cells; at least four of the six antigens are highly expressed on CSCs. The immunotherapy is intended to be used subsequent to conventional therapy or concomitantly with chemotherapy in patients with newly diagnosed GBM. Results from a phase 1 clinical trial at Cedars-Sinai Medical Center in Los Angeles showed that ICT-107 was well tolerated, with no significant adverse events reported. As of the last update in March of 2016, six of 16 patients with newly diagnosed GBM treated with ICT-107 continue to survive more than seven years beyond first treatment. Five of the 16 patients were disease free over five years from first treatment. The median PFS in the 16 newly diagnosed patients enrolled in the trial was 16.9 months, and median OS was 38.4 months.

In June 2010, ICT-107 for the treatment of glioblastoma or brain stem glioma was granted Orphan Drug status by the FDA, making the product candidate eligible, under certain circumstances, for marketing exclusivity and other potential benefits.

InIf our ~~September~~operations ~~2010,~~are wefound ~~entered~~to ~~into~~be ain ~~Master~~violation ~~Services~~of ~~Agreement~~any ~~(MSA)~~of ~~with~~the ~~Aptiv~~laws ~~Solutions~~described ~~(formerly~~above ~~Averion~~or ~~International~~any ~~Corp.)~~other governmental laws and regulations that may apply to us, awe ~~clinical~~may ~~research~~be ~~organization.~~subject ~~Under~~to the ~~MSA~~imposition of civil, ~~Aptiv~~criminal ~~Solutions~~and ~~provides~~administrative uspenalties, ~~with~~damages, ~~clinical~~disgorgement, ~~trial~~monetary ~~support~~fines, possible ~~services~~exclusion from participation in ~~connection~~Medicare, ~~with~~Medicaid and ~~over~~other ~~the~~federal ~~course~~healthcare ofprograms, ~~our~~individual ~~phase~~imprisonment, 2contractual damages, ~~clinical~~reputational ~~trial~~harm, ~~for~~diminished ~~ICT~~profits and future earnings, additional reporting requirements or oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-~~107~~compliance with these laws, ~~including~~and ~~overseeing~~curtailment ~~enrollment~~or restructuring of ~~patients~~our operations, any of which could adversely affect our ability to operate our business and ~~execution~~our results of operations. If ~~The~~any ~~MSA~~of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, ~~which~~they may be ~~terminated~~subject byto uscriminal, atcivil ~~any~~or ~~time~~administrative sanctions, ~~provides~~including ~~for~~exclusions afrom ~~limit~~government offunded ~~approximately~~healthcare $5programs and imprisonment, which could affect our ability to operate our business.0 ~~million~~Further, ondefending ~~the~~against ~~fees~~any ~~that~~such weactions ~~will~~can be ~~obligated~~costly, time-consuming toand ~~pay~~may ifrequire ~~all~~significant ofpersonnel ~~the~~resources. ~~planned~~Therefore, ~~services~~even if we are ~~actually~~successful ~~provided~~in defending against any such actions that may be brought against us, our business may be impaired.

InAny clinical ~~January~~trial ~~2011,~~programs we ~~entered~~conduct ~~into~~or anresearch ~~immunotherapy~~collaborations ~~production~~we ~~agreement~~enter ~~with~~into ~~the University of Pennsylvania, which assisted us~~ in the ~~Good~~European ~~Manufacturing~~Economic ~~Practice~~Area ~~(GMP)~~may ~~production~~subject ofus ~~ICT-107 for the phase 2 trial. In October 2011, we entered into an agreement with Progenitor Cell Therapy, LLC~~ to ~~serve as a second manufacturer of ICT-107 for~~ the ~~phase~~General Data 2Protection ~~trial~~Regulation.

InIf we ~~February~~conduct ~~2014~~clinical trial programs or enter into research collaborations in the European Economic Area, ~~ICT-107~~we ~~for~~may be subject to the ~~treatment~~General Data Protection regulation (“GDPR”). The GDPR applies extraterritorially and implements stringent operational requirements for processors and controllers of ~~glioma~~personal data, ~~which~~including, ~~includes~~for ~~glioblastoma~~example, ~~multiforme~~high standards for obtaining consent from individuals to process their personal data, ~~was~~robust ~~granted~~disclosures ~~Orphan~~to ~~Drug~~individuals, ~~status~~a bycomprehensive ~~the~~individual ~~EMA~~data rights regime, ~~providing~~data usexport ~~with~~restrictions ~~eligibility~~governing transfers of data from the European Union (the “EU”) to ~~incentives~~other jurisdictions, ~~under~~short ~~certain~~timelines ~~circumstances~~for data breach notifications, limitations ~~including~~on aretention ~~ten~~of information, increased requirements pertaining to health data, other special categories of personal data and coded data and additional obligations if we contract third-~~year~~party ~~period~~processors in connection with the processing of ~~market~~personal ~~exclusivity~~data. The GDPR provides that EU member states may establish their own laws and regulations limiting the processing of personal data, ~~access~~including genetic, biometric or health data, which could limit our ability to ause ~~centralized~~and ~~review~~share ~~process~~personal data or could cause our costs to increase. If our or our partners’ or service providers’ privacy or data security measures fail to comply with the GDPR requirements, we ~~trial~~may ~~design~~be ~~assistance~~subject to litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data and/or fines ~~scientific~~of ~~advice~~up ~~during~~to ~~product~~20 ~~development~~million Euros or up to 4% of the total worldwide annual turnover of the preceding financial year, ~~fee~~whichever ~~reductions~~is higher, as well as compensation claims by affected individuals, negative publicity, reputational harm and ~~tax~~a ~~incentives~~potential loss of business and goodwill.

InWe are ~~March~~subject ~~2015, we entered into an immunotherapy production agreement with PharmaCell B.V.~~ to ~~serve~~environmental, ashealth ~~the~~and ~~European~~safety ~~manufacturer~~laws ofand ~~ICT-107~~regulations, ~~for~~and ~~the~~we ~~phase~~may 3become ~~trial. PharmaCell~~exposed ~~completed~~to ~~the~~liability ~~manufacturing process technology transfer from PCT~~ and ~~became~~substantial ~~ready~~expenses in toconnection ~~manufacture~~with ~~ICT-107~~environmental ~~for~~compliance ~~the~~or ~~phase~~remediation ~~3 trial under Good Manufacturing Practices (cGMP) as of June 24, 2016~~activities.

InOur operations, ~~June~~including ~~2015~~our development, wetesting ~~entered~~and ~~into~~manufacturing anactivities, ~~immunotherapy~~are ~~production~~subject ~~agreement~~to ~~with~~numerous ~~PCT~~environmental, ~~LLC~~health and safety laws and regulations. These laws and regulations govern, among other things, the controlled use, handling, release and disposal of and the maintenance of a ~~Caladrius~~registry ~~Company~~for, hazardous materials and biological materials, such as chemical solvents, human cells, carcinogenic compounds, mutagenic compounds and compounds that have a ~~subsidiary~~toxic ofeffect ~~Caladrius~~on ~~Biosciences~~reproduction, ~~Inc~~laboratory procedures and exposure to blood-borne pathogens. If we fail to ~~serve~~comply aswith ~~the~~such ~~North~~laws ~~American~~and ~~manufacturer~~regulations, ofwe ~~ICT-107~~could ~~for~~be ~~the~~subject ~~phase~~to 3fines ~~trial~~or other sanctions.

InAs with ~~June~~other ~~2015,~~companies weengaged ~~entered~~in ~~into~~activities ansimilar ~~MSA~~to ~~with~~ours, ~~Novella~~we ~~Clinical~~face ~~LLC,~~ a ~~clinical~~risk ~~research~~of ~~organization.~~environmental ~~Under~~liability ~~the~~inherent ~~MSA,~~in ~~Novella~~our ~~provides~~current usand ~~with~~historical activities, ~~clinical~~including ~~trial~~liability ~~support~~relating ~~services~~to inreleases ~~connection~~of ~~with~~or ~~and~~exposure ~~over~~to ~~the~~hazardous ~~course~~or ofbiological ~~our~~materials. ~~phase~~Environmental, 3health ~~clinical~~and ~~trial~~safety laws ~~for~~and ~~ICT-107,~~regulations ~~including~~are ~~overseeing~~becoming ~~enrollment~~more ~~of patients and execution~~stringent. ~~The~~We ~~MSA, which~~ may be ~~terminated~~required byto usincur atsubstantial ~~any~~expenses ~~time,~~in ~~provides~~connection ~~for~~with afuture ~~limit~~environmental compliance ofor ~~approximately~~remediation ~~$40.0~~activities, ~~million~~in onwhich case, the ~~fees~~production ~~that~~efforts weof ~~will~~our bethird-party ~~obligated~~manufacturers toor ~~pay~~our ifdevelopment ~~all~~efforts may ofbe ~~the~~interrupted ~~planned~~or ~~services are actually provided~~delayed.

In August 2015, the ICT-107 phase 3 trial design, that was submitted earlier to the U.S. FDA, received Special Protocol Assessment (SPA) agreement.

As of December 7, 2016, we had 64 active trial sites in the U.S. and two in Canada. Furthermore, 266 patients had been screened, 34 of whom had successful manufacturing runs to produce ICT-107 and placebo. The first patient in the trial was treated on June 7, 2016 and 13 patients have been randomized to date.

ICT-140

The ACS estimates that in the U.S. about 22,280 women will receive a new diagnosis of ovarian cancer and about 14,240 will die from ovarian cancer in 2016. The National Cancer Institute reports that ovarian cancer is the ninth leading cause of cancer death in the United States for women and the lifetime risk is approximately 1.4%. By contrast according to the most recent estimates 39% of women who inherit a harmful BRCA1 mutation and 11% to 17% of women who inherit a harmful BRCA2 mutation will develop ovarian cancer by age 70.

Ovarian cancer usually spreads via local shedding into the peritoneal cavity followed by implantation on the peritoneum and via local invasion of bowel and bladder. The incidence of positive nodes at primary surgery has been reported to be as much as 24% in patients with stage I disease, 50% in patients with stage II disease, 74% in patients with stage III disease and 73% in patients with stage IV disease. The five-year survival rate for all stages of ovarian cancer is approximately 44%. For cases where a diagnosis is made early in the disease, when the cancer is still confined to the primary site, the five-year survival rate is 92%. However, only 15% of all ovarian cancers are found at this early stage.

Many ovarian cancers are spontaneously invaded by T cells, and patients whose tumors have tumor-infiltrating T cells survive longer. As a result, we believe that cancer immunotherapies may improve the survival rate of patients with ovarian cancer.

ICT-140 is a DC immunotherapy that targets seven tumor-associated antigens expressed on ovarian cancer cells. Some of the antigens utilized in ICT-140 are also used in ICT-107. We filed an investigational new drug (IND) application for ICT-140 at the end of 2012 and the IND was allowed by the FDA in January 2013. We subsequently twice modified the design of the trial and amended the IND to reflect these changes in May 2013 and September 2014. These amendments were allowed

byRisks Related ~~the FDA shortly after the submissions. During the interim time period, we upgraded our generalized DC immunotherapy manufacturing process~~ to ~~bring~~Our itIntellectual to the level of phase 3 and commercial ready. We plan to use this improved process to manufacture clinical supplies for the ICT-140 trial. Currently, we are postponing the initiation of this trial until we find a partner to share expenses or until we have secured sufficient financial resources to complete the ICT-107 phase 3 program.Property

~~ICT-121~~If we are unable to obtain and maintain patent protection for our technology, products, and product candidates or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.

We rely ~~and~~upon ~~Cedars-Sinai~~a ~~Medical~~combination ~~Center~~of ~~have~~patents, ~~discovered~~trade ~~antigen~~secret ~~peptides~~protection ~~that~~and ~~can~~confidentiality ~~elicit~~agreements ato Tprotect ~~cell~~the ~~immune~~intellectual ~~response~~property ~~against~~related to ~~CD133,~~our adrug ~~marker~~development ~~that~~programs isand ~~commonly~~product ~~present~~candidates. Our success depends in large part on ~~CSCs~~our ability to obtain and maintain patent protection in the United States and other countries with respect to EOM613 and EOM147 and any future products and product candidates. We ~~CD133-positive~~seek ~~CSCs~~to ~~have~~protect ~~been~~our ~~identified~~proprietary position by filing patent applications in athe ~~number~~United ofStates ~~different~~and ~~cancers,~~abroad ~~including~~related ~~gliomas~~to our development programs and product candidates. The patent prosecution process is expensive and time-consuming, ~~colon~~and ~~cancer~~we may not be able to file and ~~pancreatic~~prosecute all ~~cancer~~necessary or desirable patent applications at a reasonable cost or in a timely manner.

~~ICT-121~~If the ~~specifically~~patent ~~targets~~applications ~~CD133,~~we aown ~~CSC~~or ~~marker~~license ~~that~~with isrespect ~~overexpressed~~to inour adevelopment ~~wide~~programs ~~variety~~and ofproduct ~~solid~~candidates ~~tumors,~~fail ~~including~~to ~~ovarian~~issue, ~~pancreatic,~~if ~~and~~their ~~breast~~breadth or ~~cancers.~~strength Weof ~~began~~protection ~~screening~~is ~~patients~~threatened, inor ~~September~~if ~~2013~~they ~~for~~fail ato ~~single-site~~provide ~~phase~~meaningful 1exclusivity ~~trial~~for inEOM613 ~~recurrent~~and ~~GBM.~~EOM147 ~~Originally~~or itany ~~was~~future ~~our intention to enroll 20 patients at one site. However~~product candidates, ~~during~~it ~~2014, we determined that enrollment~~ could bedissuade ~~accelerated~~companies iffrom ~~additional~~collaborating ~~sites~~with ~~were~~us ~~added~~ to ~~the~~develop ~~study.~~product Incandidates, ~~2015 we added five sites~~ and ~~made~~threaten ~~modifications~~our inability ~~the screening criteria~~ to ~~facilitate~~commercialize future ~~enrollment~~product candidates. AsAny ofsuch ~~July~~outcome ~~21,~~could ~~2016,~~have ~~the~~a ~~trial~~materially ~~was~~adverse ~~fully~~effect ~~enrolled~~on ~~and~~our ~~we anticipate that initial results could be available within a year~~business.

~~Intellectual~~The patent ~~Property~~position ~~Agreements~~of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protect our patent rights to the same extent as the laws of the United States. For example, European patent law restricts the patentability of methods of treatment of the human body more than U.S. law does. However, in certain instances, the laws of the United States are more restrictive than those of foreign countries. For example, a recent series of Supreme Court Cases has narrowed the types of subject matter considered eligible for patenting.

~~Cedars-Sinai~~Accordingly, certain ~~Agreements~~diagnostic methods are considered ineligible for patenting in the U.S. because they are directed to a “law of nature”. Further, publications of discoveries in scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our owned or licensed patents or pending patent applications, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may not result in patents being issued which protect our technology, products, or product candidates, in whole or in part, or patents being issued which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection.

InThe issuance ~~May~~of ~~2015~~a patent is not conclusive as to its inventorship, wescope, ~~entered~~validity ~~into~~or anenforceability, ~~Amended~~and our owned and ~~Restated~~licensed ~~Exclusive~~patents may ~~License~~be ~~Agreement~~challenged (in the ~~Amended~~courts ~~License~~or ~~Agreement)~~patent ~~with~~offices ~~Cedars-Sinai~~in the United States and abroad. ~~Pursuant~~Such tochallenges ~~the~~may ~~Amended~~result ~~License~~in ~~Agreement,~~patent weclaims ~~acquired~~being narrowed, aninvalidated, ~~exclusive~~held unenforceable, ~~worldwide~~in ~~license~~whole ~~from~~or ~~Cedars-Sinai~~in topart, ~~certain~~or reduced patent ~~rights~~term. ~~and~~Such ~~technology~~a ~~developed~~result incould ~~the~~limit ~~course~~our ofability ~~research~~to ~~performed~~stop others atfrom ~~Cedars-Sinai~~using ~~into~~or ~~the~~commercializing ~~diagnosis~~similar ofor ~~diseases~~identical technologies and ~~disorders~~products into ~~humans~~ours. ~~and~~Moreover, patents have a limited lifespan. In the ~~prevention~~United ~~and~~States, ~~treatment~~the natural expiration of ~~disorders~~a inpatent ~~humans~~is ~~utilizing~~generally ~~cellular~~20 ~~therapies~~years after it is filed. While various extensions may be available, the ~~including~~life ~~DC-based~~of ~~immunotherapies~~a patent is limited. Without patent protection for ~~brain~~our ~~tumors~~current ~~and~~or ~~other~~future ~~cancers~~products, ~~and~~we ~~neurodegenerative~~may ~~disorders~~be open to competition from generic versions of such products. ~~Under~~Given the ~~Amended~~amount ~~License~~of ~~Agreement~~time required for the development, wetesting ~~will~~and ~~have~~regulatory ~~exclusive~~review ~~rights~~of tonew products, ~~among~~patents protecting ~~other~~such ~~things,~~candidates ~~develop,~~might ~~use,~~expire ~~manufacture~~before or shortly after such candidates are commercialized. As a result, ~~sell~~our owned and ~~grant~~licensed patent ~~sublicenses~~portfolio may not provide us with sufficient rights to ~~the~~exclude ~~licensed~~others ~~technology~~from using or commercializing technologies or products similar or identical to ours.

We have agreed to pay Cedars-Sinai specified milestone payments related to the development and commercialization of ICT-107, ICT-121 and ICT-140. Among other milestone payments, we will be required to pay to Cedars-Sinai specified milestone payments upon commencement of the first phase 3 clinical trial for our first product and upon first commercial sale of our first product. We paid the phase 3 start milestone to Cedars-Sinai of $100,000 in January of 2016, coincident with the start of the ICT-107 phase 3 trial. If both of these milestones are met, the required milestone payments will total $1.1 million. We will pay Cedars-Sinai single digit percentages of gross revenues from the sales of products and high-single digit to low-double digit percentages of our sublicensing income based on the licensed technology.

The Amended License Agreement will terminate on a country-by-country basis on the expiration date of the last-to-expire licensed patent right in each such country. Either party may terminate the Amended License Agreement in the event of the other party’s material breach of its obligations under the Agreement if such breach remains uncured 60 days after such party’s receipt of written notice of such breach. Cedars-Sinai may also terminate the Amended License Agreement upon 30 days’ written notice to us that a required payment by us to Cedars-Sinai under the Amended License Agreement is delinquent.

We have also entered into various sponsored research agreements with Cedars-Sinai and has paid an aggregate of approximately $1.2 million. The last agreement concluded on March 19, 2014 at an incremental cost of $126,237. As of September 30, 2016, Cedars-Sinai is not performing any research activities on behalf of the Company.

The Johns Hopkins University Licensing Agreement

In February 2012, we entered into a license agreement with The Johns Hopkins University (JHU), pursuant to which we received an exclusive, worldwide license to JHU’s rights in and to certain technology related to mesothelin-specific cancer immunotherapies. The license covers the application of this technology for all mesothelin peptide-based immunotherapies for cancer treatment and prevention, except bacteria-based, viral vector-based and nucleic acid-based immunotherapies. Unless earlier terminated, the term of the license extends in each country until the later of the expiration of the last patent related to the licensed technology in that country or ten years after the effective date of the license agreement. In order to maintain our license rights under the license agreement, we are required to meet certain diligence milestones and timelines.

~~Pursuant to the license agreement, we paid an upfront licensing fee in the low hundreds of thousands of dollars, payable half in cash and half in shares of common stock.~~ We may ~~are~~become ~~obligated~~subject to ~~pay~~third ~~milestone~~parties’ ~~license~~claims ~~fees~~alleging ~~upon~~infringement ~~completion~~ of ~~specified~~their ~~milestones~~patents ~~totaling single digit millions of dollars if all milestones are met, customary royalties based on a low single digit percentage of net sales~~ and ~~sublicensing~~proprietary ~~payments shared at a low double digit percentage~~rights, asor ~~well~~we asmay ~~annual~~need ~~minimum~~to ~~royalties~~become involved ~~increasing~~in ~~over~~lawsuits ~~time and ranging from low tens of thousands~~ to ~~low~~protect ~~hundreds~~or ofenforce ~~thousands~~our ofpatents, ~~dollars.~~which Wecould ~~will also~~ be ~~responsible~~costly, ~~for~~time ~~reimbursing~~consuming, ~~JHU~~delay ~~for~~or ~~reasonable~~prevent ~~costs associated with~~ the ~~preparation,~~development ~~filing, maintenance~~ and ~~prosecution~~ commercialization of ~~the~~our ~~technology~~products ~~subject~~and toproduct ~~the~~candidates ~~license.~~or Input ~~September~~our ~~2013,~~patents weand ~~entered~~other ~~into~~proprietary ~~Amendment~~rights ~~No.~~at ~~1 to the license agreement that updated certain milestones~~risk. ~~In August 2015, we entered into a Second Amendment to Exclusive License Agreement that amended certain sections of the license agreement and further updated certain milestones.~~

~~California~~Our commercial ~~Institute~~success depends, in part, upon our ability to develop, manufacture, market and sell our products and product candidates without alleged or actual infringement, misappropriation or other violation of ~~Technology~~the patents and proprietary rights of third parties. Litigation relating to infringement or misappropriation of patent and other intellectual property rights in the pharmaceutical and biotechnology industries is common, including patent infringement lawsuits, interferences, oppositions, reexamination, derivation and post-grant proceedings before the U.S. Patent and Trademark Office (“USPTO”), and corresponding foreign patent offices. The various markets in which we plan to operate are subject to frequent and extensive litigation regarding patents and other intellectual property rights. In addition, many companies in intellectual property-dependent industries, including the biotechnology and pharmaceutical industries, have employed intellectual property litigation as a means to gain an advantage over their competitors. Numerous U.S., European and other foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing products and product candidates. Some claimants may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our products and product candidates may be subject to claims of infringement of the intellectual property rights of third parties.

OnWe may ~~September~~be 9subject to third-party claims including infringement, ~~2014~~interference or derivation proceedings, post-grant review and inter parties review before the USPTO or similar adversarial proceedings or litigation in other jurisdictions. Even if we ~~entered~~believe ~~into~~such anclaims ~~Exclusive~~are ~~License~~without merit, ~~Agreement~~a ~~with~~court ~~the~~of ~~California~~competent ~~Institute~~jurisdiction could hold that these third-party patents are valid, enforceable and infringed, and the holders of ~~Technology~~any ~~(Caltech)~~such patents may be able to block our ability to commercialize the applicable product candidate unless we obtained a license under the ~~which~~applicable patents, or until such patents expire or are finally determined to be invalid or unenforceable. These proceedings may also result in our patent claims being invalidated, held unenforceable or narrowed in scope. Similarly, if our patents or patent applications are challenged during interference or derivation proceedings, a court may hold that a third-party is entitled to certain patent ownership rights instead of us. Further, if any third-party patents were held by a court of competent jurisdiction to cover aspects of our compositions, formulations, methods of manufacture, or methods of treatment, prevention or use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable products and product candidates unless we ~~acquired~~obtained ~~exclusive~~a license or until such patents expire or are finally determined to be invalid or unenforceable. In addition, defending such claims would cause us to incur substantial expenses and, if successful, could cause us to pay substantial damages, if we are found to be infringing a third party’s patent rights. If we are found to ~~novel~~have ~~technology~~infringed ~~for~~such rights willfully, the damages may be enhanced and may include attorneys’ fees. Further, if a patent infringement suit is brought against us or our third-party service providers, our development, ofmanufacturing ~~certain~~or ~~stem~~sales ~~cell~~activities relating ~~treatments~~to the product or product candidate that is the subject of the suit may be delayed or terminated. As a result of patent infringement claims, or in order to avoid potential infringement claims, we may choose to seek, or be required to seek, a license from the third party, which may require us to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if a license can be obtained on acceptable terms, the rights may be nonexclusive, which could give our competitors access to the same intellectual property rights. If we are ~~potentially~~unable ~~capable~~to enter into a license on acceptable terms, we could be prevented from commercializing one or more of ~~producing~~our ~~antigen~~products ~~specific~~and Tproduct ~~cell~~candidates, ~~killing~~forced to modify such products and product candidates, or to cease some aspect of our ~~cancer~~business ~~cells~~operations, which could harm our business significantly. Modifying our products and product candidates to design around third-party intellectual property rights may result in significant cost or delay to us and could prove to be technically infeasible. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. In addition, if the breadth or strength of protection provided the patents and patent applications we own or in-license is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future products and product candidates.

~~Pursuant~~If we were to ~~the~~initiate ~~License~~legal ~~Agreement,~~proceedings weagainst ~~agreed~~a third party to ~~pay~~enforce a patent covering one~~-time~~ ~~license~~of ~~fee~~our products and product candidates, the adefendant ~~minimum~~could ~~annual~~counterclaim ~~royalty~~that ~~based~~our onpatent ais ~~low~~invalid ~~single~~or ~~digit~~unenforceable. ~~percentage~~In ofpatent ~~net~~litigation ~~revenues~~in the United States and in Europe, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an ~~annual~~alleged failure ~~maintenance~~to ~~fee~~meet inany of several statutory requirements, for example, lack of eligibility, lack of written description, lack of novelty, obviousness or non-enablement. Third parties might allege unenforceability of our patents because someone connected with prosecution of the ~~low~~patent ~~tens~~withheld relevant information, or made a misleading statement, during patent prosecution. The outcome of ~~thousands~~proceedings involving assertions of ~~dollars~~invalidity and unenforceability during patent litigation is unpredictable. InWith ~~addition~~respect to the validity of patents, for example, we ~~have~~cannot ~~agreed~~be certain that there is no invalidating prior art of which we and the patent examiner were unaware during prosecution. If a defendant were to ~~make~~prevail ~~certain~~on ~~milestone~~a ~~payments~~legal ~~upon~~assertion ~~completion~~of invalidity or unenforceability, we would lose at least part, and perhaps all, of ~~specified~~the ~~milestones~~patent protection on our products and product candidates. Furthermore, our patents and other intellectual property rights also will not protect our technology if competitors design around our protected technology without infringing our patents or other intellectual property rights.

Competition

The biopharmaceutical industry is characterized by intense competition and significant technological advancements. Many companies, research institutions, and universities are conducting research and development in a number of areas similar to those that we focus on. The development of new products could compete with and be superior to our product candidates.

Many of the companies with which we compete have substantially greater financial, technical, manufacturing, marketing, distribution and other resources. A number of these companies may have or may develop technologies for products that could be superior to ours. We expect technological developments in the biopharmaceutical and related fields to occur at a rapid rate, and believe competition will intensify as these fields advance. Accordingly, we will be required to devote substantial resources and efforts to research and development activities in order to potentially achieve and maintain a competitive position. Products that we develop may become obsolete before we are able to market them or to recover all or any portion of our research and development expenses. We may be competing with companies that have significantly more experience in undertaking preclinical testing and human clinical trials with new or improved therapeutic products and obtaining regulatory approvals of such products. A number of these companies already market and may be in advanced phases of clinical testing of various drugs that may compete with our product candidates or any future product candidates that we may develop. Competitors may develop or commercialize products more rapidly than we do, or that have significant advantages over products we develop. Therefore, our competitors may be more successful in commercializing their products, which could adversely affect our competitive position and business.

In addition to sipuleucel-T and ipilimumab, which have been approved for sale by the FDA, several major biopharmaceutical companies, including Genentech, Inc. (a member of the Roche Group), Amgen Inc., Merck & Co., Inc., Novartis AG, GlaxoSmithKline plc, Celgene Corporation and Bristol-Myers Squibb Company, smaller biotechnology companies, such as Oncothyreon Inc., Galena Biopharma, Inc., Agenus Inc., Bavarian Nordic A/S, Kite Pharma, Inc., Juno Therapeutics, Inc. and Immunovaccine Inc., are developing cancer immunotherapies. A number of immunotherapy companies, including Northwest Biotherapeutics, Inc., Prima Biomed Ltd and DC Prime B.V., also utilize DCs for their therapeutic cancer immunotherapies.

On December 8, 2016, Northwest Biotherapeutics publicly announced that the last 17 patients of a total target of 348 enrolled patients in their phase 3 trial in newly diagnosed glioblastoma would not be enrolled due to the Company’s inability to convince regulatory authorities to lift a hold on new patients entering the trial.

Bristol Myers Squibb has recently commenced two large phase 2 and 3 trials in newly diagnosed glioblastoma. The patient enrollment in these trials could impact the speed of the ICT-107 phase 3 enrollment.

In addition to the previously mentioned companies developing cancer immunotherapies, there are also several pharmaceutical companies, including OncoMed Pharmaceuticals, Inc., Verastem, Inc., Stemline Therapeutics, Inc. and Infinity Pharmaceuticals, Inc., that are pursuing drugs that target CSCs. Stemline is currently developing a peptide treatment, SL-701, for brain cancer.

~~In addition~~Furthermore, because inof ~~October~~the ~~2015~~substantial ~~Novocure~~amount ~~received~~of ~~regulatory~~discovery ~~approval~~required toin ~~market~~connection ~~its~~with ~~Optune™~~intellectual ~~device~~property inlitigation, ~~the~~there ~~U.S.~~is ~~for~~a ~~the~~risk ~~treatment~~that some of ~~newly~~our ~~diagnosed~~confidential ~~glioblastoma.~~information ~~The~~could ~~device~~be ~~delivers~~compromised ~~low-intensity,~~by ~~intermediate~~disclosure ~~frequency,~~during ~~alternating~~this ~~electric~~type ~~currents~~of tolitigation. ~~the~~There ~~brain.~~could ~~The~~also ~~adoption~~be public announcements of ~~this~~the ~~device~~results ~~could~~of ~~impact~~hearings, ~~the~~motions ~~speed~~or ofother ~~the~~interim ~~ICT-107~~proceedings ~~phase~~or 3developments. ~~enrollment~~If ~~and~~securities ~~its~~analysts ~~potential~~or ~~market~~investors ~~should~~view ~~ICT-107~~these ~~ultimately~~announcements in ~~receive~~a ~~regulatory~~negative ~~approval~~light, the price of common stock could be adversely affected.

~~Colleges~~Finally, even ~~universities,~~if ~~governmental~~resolved ~~agencies~~in ~~and~~our favor, litigation or other ~~public~~legal ~~and~~proceedings ~~private~~relating ~~research~~to ~~organizations~~intellectual ~~are~~property ~~becoming~~claims ~~more~~may ~~active~~cause inus ~~seeking~~to ~~patent~~incur ~~protection~~significant expenses and ~~licensing~~could ~~arrangements~~distract toour ~~collect~~technical ~~royalties~~and ~~for~~management ~~use~~personnel offrom ~~technologies~~their ~~that~~normal ~~they~~responsibilities. ~~have~~In ~~developed~~addition, ~~some~~there could be public announcements of ~~which~~the ~~may~~results ~~directly~~of ~~compete~~hearings, ~~with~~motions ~~our~~or ~~product~~other ~~candidates~~interim proceedings or ~~any~~developments ~~future~~and ~~product~~if ~~candidates~~securities ~~that~~analysts weor ~~may~~investors view ~~develop.~~these ~~Governments~~announcements ofin a ~~number~~negative light, the price of ~~foreign~~our ~~countries~~common ~~are~~stock ~~aggressively~~could ~~investing~~be inadversely ~~cellular~~affected. ~~therapy~~Such ~~research~~litigation ~~and~~or ~~promoting~~proceedings could ~~such~~substantially ~~research~~increase byour ~~public~~operating losses and ~~private~~reduce ~~institutions~~our ~~within~~resources ~~those~~available ~~countries~~for development activities. ~~Domestic~~We ~~and~~may ~~foreign~~not ~~institutions~~have ~~and~~sufficient financial ~~governmental~~or ~~agencies,~~other ~~along~~resources ~~with~~to ~~pharmaceutical~~adequately ~~and~~conduct ~~specialized~~such ~~biotechnology~~litigation ~~companies,~~or ~~can~~proceedings. Some of our competitors may be ~~expected~~able to ~~compete~~sustain ~~with~~the costs usof insuch ~~recruiting~~litigation ~~qualified~~or ~~scientific~~proceedings ~~personnel~~more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have an adverse effect on our ability to compete in the marketplace.

~~Our~~We may ~~competitive~~not ~~position~~identify ~~will~~relevant bethird-party ~~significantly~~patents ~~impacted~~or bymay incorrectly interpret the ~~following~~relevance, ~~factors~~scope or expiration of a third-party patent, which ~~among~~might ~~others:~~adversely affect our ability to develop, manufacture and market our products and product candidates.

•We cannot guarantee that any of our ~~ability~~or our licensors’ patent searches or analyses, including but not limited to ~~obtain~~the ~~FDA~~identification of ~~marketing~~relevant ~~approval~~patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough, nor can we be certain that we have identified each and every third-party patent and pending application in the United States, Europe and elsewhere that is relevant to or necessary for the commercialization of our products and product candidates onin any jurisdiction. For example, in the United States, applications filed before November 29, 2000 and certain applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States, Europe and elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our future products and product candidates, or their manufacture or use may currently be unpublished. Additionally, pending patent applications that have been published can, subject to certain limitations, be later amended in a ~~timely~~manner ~~basis;~~that could cover our products and product candidates or the use thereof. The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact our ability to market our products and product candidates. We may incorrectly determine that our products and product candidates are not covered by a third-party patent or may incorrectly predict whether a third party’s pending application will issue with claims of relevant scope. Our determination of the expiration date of any patent in the United States, Europe or elsewhere that we consider relevant may be incorrect, which may negatively impact our ability to develop and market our products and product candidates. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our products and product candidates.

•From time to time we may identify patents or applications in the ~~level~~same general area as our products and product candidates. We may determine these third-party patents are irrelevant to our business based on various factors including our interpretation of ~~acceptance~~the scope of the patent claims and our ~~products~~interpretation byof ~~physicians~~when those patents expire. If the patents are asserted against us, ~~compared~~however, a court may disagree with our determinations. Further, while we may determine that the scope of claims that will issue from a patent application does not present a risk, it is difficult to ~~those~~accurately predict the scope of ~~competing~~claims ~~products~~that will issue from a patent application, our determination may be incorrect, and the issuing patent may be asserted against us. We cannot guarantee that we will be able to successfully settle or ~~therapies;~~otherwise resolve such infringement claims. If we fail in any such dispute, in addition to being forced to pay monetary damages, we may be temporarily or permanently prohibited from commercializing our products and product candidates. We might, if possible, also be forced to redesign our products and product candidates so that we no longer infringe the third-party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

• our ability to have our products manufactured on a commercial scale;

• the effectiveness of sales and marketing efforts on behalf of our products;

• our ability to meet demand for our products;

• our ability to secure insurance reimbursement for our products;

• the price of our products relative to competing products or therapies;

• our ability to recruit and retain appropriate management and scientific personnel; and

• our ability to develop a commercial-scale research and development, manufacturing and marketing infrastructure, either on our own or with one or more future strategic partners.

~~Intellectual~~Changes in ~~Property~~patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products and product candidates.

As is ~~discussed~~the ~~further~~case ~~below,~~with asother ofbiopharmaceutical ~~December~~and ~~15,~~pharmaceutical ~~2016~~companies, weour ~~had~~success ~~rights~~is toentirely ordependent ~~owned~~on aintellectual ~~portfolio~~property, particularly ofpatents. ~~issued~~Obtaining and enforcing patents in the biopharmaceutical and ~~pending~~pharmaceutical ~~patent~~industries ~~applications~~involve ~~that~~both ~~include~~technological complexity ~~claims~~and ~~that~~legal ~~cover~~complexity. Therefore, orobtaining ~~would~~and ~~cover~~enforcing ifbiopharmaceutical ~~issued,~~and ~~antigen~~pharmaceutical ~~compositions~~patents ofis ~~our~~costly, DCtime-consuming and ~~immunotherapies~~inherently uncertain. In addition, ~~methods~~the ofAmerica ~~use~~Invents ~~associated~~Act, ~~therewith~~or the AIA, ~~other~~which ~~related~~was ~~technologies~~passed in September 2011, ~~and~~resulted ~~stem~~in ~~cell~~significant changes ~~technology~~to the U.S. patent system.

InAn important ~~2006,~~change weintroduced ~~licensed~~by ~~cancer immunotherapy technology from~~ the ~~Cedars-Sinai~~AIA ~~Medical~~is ~~Center. To date~~that, ~~four~~as ~~U.S.~~of ~~patents~~March ~~have~~16, ~~issued~~2013, ~~possessing~~the ~~expiration~~United ~~dates~~States ~~ranging~~transitioned ~~from~~to ~~about~~a ~~2027~~ “first-to-file” system ~~2031,~~for ~~covering~~deciding ~~our~~which ~~ICT-107~~party ~~product~~should ~~candidate,~~be ~~and~~granted ~~related~~a patent ~~protection~~when istwo ~~pending~~or inmore ~~the~~patent ~~U.S.~~applications ~~and~~are ~~Canada.~~filed ~~Four~~by ~~United~~different ~~States~~parties ~~patents~~claiming the ~~have~~same ~~also~~invention. ~~issued~~A ~~covering~~third ~~our~~party ~~cancer~~that ~~immunotherapy~~files ~~product~~a ~~candidate~~patent ~~ICT-121,~~application ~~and~~in ~~these~~the ~~patents~~USPTO ~~possess~~after ~~expiration~~that ~~dates~~date ~~from~~but ~~about~~before ~~2027~~us tocould ~~2030;~~therefore ~~corresponding~~be awarded a patent ~~protection~~covering isan ~~pending~~invention orof ~~has~~ours ~~issued~~even inif ~~several~~we ~~foreign~~made ~~jurisdictions.~~the ~~For~~invention ~~our~~before ~~ICT-140~~it ~~product~~was ~~candidate,~~made ~~patent~~by ~~applications are pending in~~ the Uthird party.S. ~~and~~This ~~several~~will ~~foreign~~require ~~jurisdictions;~~us ~~any patents~~ to ~~issue~~be cognizant ~~from~~going ~~these~~forward ~~applications will have an expiration date~~ of ~~about 2034. One or more of~~ the ~~U.S.~~time ~~patents~~from ~~and~~invention ~~foreign applications, should they issue, may be entitled~~ to anfiling ~~increased~~of ~~term~~a ~~due~~patent toapplication, ~~for~~but ~~example,~~circumstances ~~patent~~could ~~term~~prevent ~~extension~~us orfrom ~~additional~~promptly filing ~~proprietary~~patent ~~protection~~applications ~~through~~on aour ~~supplementary protection certificate~~inventions.

~~There~~Among some ~~can~~of bethe noother ~~assurance~~changes introduced by the AIA are changes that ~~any~~limit ~~further~~where ~~patents~~a ~~will~~patentee ~~issue~~may infile ~~the~~a ~~United~~patent ~~States~~infringement orsuit inand providing opportunities for third parties to challenge any ~~foreign~~issued ~~jurisdiction~~patent ~~relating~~before the USPTO. This applies to all of our ~~ICT-107,~~U.S. ~~ICT-121~~patents, oreven ~~ICT-140~~those effectively ~~product~~filed ~~candidates~~before March 16, or2013. ~~that~~Because ~~any~~of ~~patent~~a ~~that~~lower ~~has~~evidentiary ~~issued~~standard in USPTO proceedings compared to the evidentiary standard in U.S. federal courts necessary to invalidate a patent claim, ora ~~does~~third ~~issue~~party could potentially provide evidence in a USPTO proceeding sufficient for the ~~future,~~USPTO ~~will~~to ~~not~~hold a claim invalid even though the same evidence would be ~~challenged,~~insufficient ~~invalidated~~to orinvalidate ~~circumvented~~the byclaim ~~others~~if first presented in a district court action.

InAccordingly, a ~~addition~~third toparty ~~the~~may ~~proprietary~~attempt ~~rights drawn~~ to ~~DC-based~~use ~~immunotherapy~~the ~~product~~USPTO ~~candidates~~procedures ~~that~~to weinvalidate ~~have~~our ~~secured~~patent ~~from~~claims ~~Cedars-Sinai,~~that wewould not have ~~licensed~~been ~~rights~~invalidated toif ~~issued~~first ~~patents~~challenged by ~~and~~the ~~pending~~third ~~patent~~party ~~applications~~as ~~relating~~a todefendant ~~various antigens used~~ in ~~the~~a ~~immunotherapy~~district ~~products~~court action. ~~There~~It ~~can~~is benot noclear ~~assurance~~what, ~~that~~if any, ~~further~~impact ~~patents~~the AIA will ~~issue~~have inon the ~~U.S.~~operation of orour inbusiness. ~~any~~However, ~~foreign~~the ~~jurisdiction~~AIA ~~relating~~and toits ~~these~~implementation ~~antigens,~~could orincrease ~~that~~the ~~any~~uncertainties ~~patent~~and ~~that~~costs ~~has~~surrounding ~~issued,~~the orprosecution ~~does~~of ~~issue~~our owned and in-licensed ~~the~~patent ~~future,~~applications ~~will~~and ~~not~~the beenforcement ~~challenged,~~or ~~invalidated~~defense orof ~~circumvented~~our byowned ~~others~~and in-licensed patents.

DrAdditionally, the U.S. ~~John~~Supreme ~~Yu,~~Court ahas ~~co-inventor~~ruled on several patent cases in recent years either narrowing the scope of ~~our~~patent ~~cellular-based~~protection ~~therapy~~available ~~technology~~in certain ~~who~~circumstances ~~serves~~or onweakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ~~Board~~ability to obtain patents in the future, this combination of ~~Directors~~events has created uncertainty with respect to the value of patents, once isobtained. ~~employed~~Depending on decisions by ~~Cedars-Sinai~~Congress, ~~which~~the ~~may~~federal ~~assert~~courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that ~~future~~could ~~intellectual~~weaken ~~property~~our ~~generated~~ability byto ~~Dr.~~obtain Yunew ~~belongs~~patents or to enforce our existing patents and patents that we ~~institution~~might ~~rather~~obtain ~~than~~in tothe usfuture. Similarly, the complexity and weuncertainty ~~may~~of beEuropean ~~required~~patent laws has also increased in recent years. In addition, the European patent system is relatively stringent in the type of amendments that are allowed during prosecution. Complying with these laws and regulations could limit our ability to ~~seek~~obtain anew ~~license~~patents ~~from~~in ~~Cedars-Sinai~~the ~~for~~future ~~any~~that ~~such~~may ~~rights~~be important for our business.

~~Employees~~Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

AsPeriodic maintenance ofand ~~September~~annuity ~~30,~~fees ~~2016,~~on weany ~~had~~issued ~~eight~~patent ~~full-time~~are ~~employees~~due to be paid to the USPTO, European Patent Office (“EPO”) and ~~two~~other foreign ~~part-time~~patent ~~employees~~offices over the lifetime of a patent. In addition, wethe ~~have~~USPTO, EPO and other foreign patent office’s require compliance with a number of ~~consulting~~procedural, ~~agreements~~documentary, ~~with~~fee ~~individuals~~payment and ~~groups~~other similar provisions during the patent application process. While an inadvertent failure to ~~support~~make ~~clinical~~payment ~~development,~~of ~~regulatory~~such ~~affairs~~fees or to comply with such provisions can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, ~~investor~~there ~~relations~~are situations in which such noncompliance will result in the abandonment or lapse of the patent or patent application, and ~~business~~the ~~development~~partial or complete loss of patent rights in the relevant jurisdiction. WeNon-compliance ~~outsource~~events that ~~all~~could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents within prescribed time limits. If we or our ~~drug~~licensors ~~discovery~~fail ~~research~~to maintain the patents and patent applications covering our products and product candidates or if we or our licensors otherwise allow our owned or licensed patents or patent applications to be abandoned or lapse, ~~process~~our ~~development~~competitors might be able to enter the market, ~~manufacturing~~which would hurt our competitive position and ~~clinical~~could ~~development~~impair our ability to ~~third~~successfully ~~parties~~commercialize ~~with~~our ~~expertise~~products and product candidates in ~~those~~any ~~areas~~indication for which they are approved.

Government Regulation

The United States and other developed countries extensively regulate the preclinical and clinical testing, manufacturing, labeling, storage, record-keeping, advertising, promotion, export, marketing and distribution of drugs and biologic products. The FDA, under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other federal statutes and regulations, regulates pharmaceutical and biologic products.

To obtain approval of our product candidates from the FDA, we must, among other requirements, submit data supporting safety and efficacy, or for biologics, safety, purity and potency, for the intended indication as well as detailed information on the manufacture and composition of the product candidate. In most cases, this will require extensive laboratory tests and preclinical and clinical trials. The collection of these data, as well as the preparation of applications for review by the FDA involve significant time and expense. The FDA also may require post-marketing testing to monitor the safety and efficacy of approved products or place conditions on any approvals that could restrict the therapeutic claims and commercial applications of these products. Regulatory authorities may withdraw product approvals if we fail to comply with regulatory standards or if we encounter problems at any time following initial marketing of our products.

The first stage of the FDA approval process for a new biologic or drug involves completion of preclinical studies and the submission of the results of these studies to the FDA. This data, together with proposed clinical protocols, manufacturing information, analytical data and other information submitted to the FDA, in an investigational new drug application (IND), must become effective before human clinical trials may commence. Preclinical studies generally involve FDA regulated laboratory evaluation of product characteristics and animal studies to assess the efficacy and safety of the product candidate.

~~After~~We enjoy ~~the~~only ~~IND~~limited ~~becomes~~geographical ~~effective,~~protection a company may commence human clinical trials. However, the FDA may place the IND on clinical hold at any time, which requires that issues concerning safety of the product or trial be resolved to the FDA’s satisfaction prior to resuming activities under the IND. Human clinical trials are typically conducted in three sequential phases, but the phases may overlap. Phase 1 trials consist of testing of the product candidate in a small number of patients or healthy volunteers, primarily for safety at one or more doses. Phase 1 trials in cancer are often conducted with ~~patients~~respect ~~who are not healthy and who have end-stage or metastatic cancer. Phase 2 trials, in addition~~ to ~~safety,~~certain ~~evaluate~~patents ~~the efficacy of the product candidate in a patient population somewhat larger than phase 1 trials. Phase 3 trials typically involve additional testing for safety~~ and ~~clinical~~we efficacy in an expanded population at multiple test sites. A company must submit to the FDA a clinical protocol, accompanied by the approval of the Institutional Review Boards at the institutions participating in the trials, prior to commencement of each clinical trial. Before proceeding with a phase 3 clinical trial, sponsors may ~~seek~~not abe ~~written~~able agreement from the FDA regarding the design, size, and conduct of a clinical trial. This is known as a Special Protocol Assessment, or SPA. SPAs help establish up front agreement with the FDA about the adequacy of the design of a clinical trial to ~~support~~protect aour ~~regulatory~~intellectual ~~approval,~~property rights ~~but~~throughout the ~~agreement is not binding if new circumstances arise~~world. In addition, even if an SPA remains in place and the trial meets its endpoints with statistical significance, the FDA could determine that the overall balance of risks and benefits for the product candidate is not adequate to support approval, or only justifies approval for a narrow set of clinical uses or approval with restricted distribution or other burdensome post-approval requirements or limitations.

ToFiling, prosecuting ~~obtain~~and ~~FDA~~defending ~~marketing~~patents ~~authorization,~~covering aour ~~company~~products ~~must~~and ~~submit~~product tocandidates ~~the~~in ~~FDA~~all ~~the~~countries ~~results~~throughout of the ~~preclinical~~world ~~and~~would ~~clinical~~be ~~testing,~~prohibitively expensive. ~~together~~Competitors ~~with,~~may ~~among~~use ~~other~~our ~~things,~~owned ~~detailed~~and ~~information~~in-licensed ontechnologies ~~the~~in ~~manufacture~~jurisdictions ~~and~~where ~~composition~~we ofhave ~~the~~not ~~product~~obtained ~~candidate,~~patent inprotection ~~the~~to develop ~~form~~their ofown aproducts ~~new~~and, ~~drug~~further, ~~application~~may ~~(NDA)~~export ~~or,~~otherwise ininfringing ~~the~~products ~~case~~to ofterritories awhere ~~biologic,~~we ~~like~~and ~~DC-based~~our ~~immunotherapies~~licensors ~~for~~have ~~neurological disorders~~patent protection, abut ~~biologics~~enforcement ~~license~~is ~~application~~not ~~(BLA).~~as ~~The~~strong ~~FDA~~as ~~has~~that ~~sixty~~in ~~days after~~ the ~~sponsor’s~~United ~~submission~~States ofor anthe ~~NDA~~Europe. orThese ~~BLA~~products tomay ~~file~~compete ~~the~~with ~~application~~our products and ~~begin~~product ~~the~~candidates, ~~user~~and ~~fee~~our ~~review~~owned ~~period.~~or ~~Unless~~in-licensed anpatents ~~exemption~~or ~~applies,~~other ~~each~~intellectual ~~BLA~~property werights ~~submit~~may ~~will~~not be ~~required~~effective or sufficient to beprevent ~~accompanied~~them byfrom ~~a substantial user fee payment~~competing.

~~The~~In addition, ~~amount~~we ofmay ~~time~~decide ~~taken~~to byabandon ~~the~~national ~~FDA~~and ~~for~~regional ~~approval~~patent applications before grant. The grant proceeding of aneach ~~NDA~~national or ~~BLA~~regional patent ~~will~~is ~~depend~~an ~~upon~~independent aproceeding ~~number~~which ofmay ~~factors,~~lead ~~including~~to ~~whether~~situations ~~the~~in ~~product~~which ~~candidate~~applications ~~qualifies~~might ~~for~~in ~~priority~~some ~~review,~~jurisdictions ~~the~~be ~~quality~~refused ofby the relevant ~~submission~~patent ~~and~~offices, ~~studies~~while ~~presented~~granted by others. For example, ~~the~~unlike ~~potential~~other ~~contribution~~countries, ~~that~~China ~~the~~has ~~compound~~a ~~will~~heightened ~~make~~requirement infor ~~improving~~patentability, and ~~the~~specifically ~~treatment~~requires a detailed description of ~~the~~medical ~~disease~~uses inof ~~question~~a claimed drug. Furthermore, ~~and~~generic ~~the~~drug ~~workload~~manufacturers ator ~~the~~other competitors ~~FDA.~~may ~~The~~challenge ~~FDA~~the ~~has~~scope, ~~committed~~validity toor ~~reviewing~~enforceability ~~standard~~of ~~BLAs~~our owned and in-licensed 10patents, ~~months~~requiring ~~from~~us ~~filing~~or ~~and~~our ~~priority~~licensors ~~BLAs~~to engage in ~~six~~complex, ~~months~~lengthy ~~from~~and ~~filing~~costly litigation or other proceedings. Generic drug manufacturers may develop, ~~but~~seek ~~the~~approval ~~actual~~for ~~time~~and launch itgeneric ~~takes~~versions toof ~~review~~our ~~any~~products. ~~BLA~~It is also quite common that wedepending on the country, the scope of patent protection may ~~submit~~vary for ~~could~~the besame ~~substantially~~product ~~longer~~candidate or technology.

The laws ~~FDA~~of ~~may,~~some ~~during~~jurisdictions ~~its~~do ~~review~~not ofprotect anintellectual ~~NDA~~property rights to the same extent as the laws or ~~BLA~~rules and regulations in the United States and Europe, ~~ask~~and ~~for~~many ~~additional~~companies ~~test~~have ~~data~~encountered ~~that~~significant ~~may~~difficulties ~~require~~in ~~the~~protecting ~~conduct~~and ofdefending ~~additional~~such ~~clinical~~rights ~~trials~~in such jurisdictions. IfThe ~~the~~legal ~~FDA~~systems ~~does~~of ~~ultimately~~certain ~~approve~~countries, particularly certain developing countries, do not favor the ~~product~~enforcement ~~candidate~~of ~~for~~patents, trade ~~marketing~~secrets and other intellectual property protection, which could make it ~~may~~difficult ~~require~~for ~~post-~~us to stop the infringement of our patents or marketing ~~testing~~of competing products in violation of our proprietary rights generally. Proceedings to ~~monitor~~enforce ~~the~~our ~~safety~~patent rights in other jurisdictions, whether or not successful, could result in substantial costs and ~~effectiveness~~divert our efforts and attention from other aspects of our ~~the~~business, ~~product.~~could ~~The~~put ~~FDA~~our ~~also~~patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in ~~some~~any ~~circumstances~~lawsuits ~~impose~~that ~~restrictions~~we oninitiate, and the ~~use~~damages ofor other ~~the~~remedies ~~product~~awarded, ~~such~~if asany, amay ~~Risk~~not ~~Evaluation~~be ~~and~~commercially ~~Mitigation~~meaningful. ~~Strategy~~Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or ~~REMS~~license. Furthermore, while we intend to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our product candidates. Accordingly, our efforts to protect our intellectual property rights in such countries may be ~~difficult~~inadequate, ~~and~~which ~~expensive~~may have an adverse effect on our ability to ~~administer~~successfully commercialize our product candidates in all of our expected significant foreign markets. If we or our licensors encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished, and we may ~~require~~face ~~prior~~additional ~~approval~~competition offrom ~~promotional~~others in ~~materials~~those jurisdictions.

WeSome countries ~~will~~ also behave ~~subject~~compulsory tolicensing alaws ~~variety~~under ofwhich ~~regulations~~a ~~governing~~patent ~~clinical~~owner ~~trials~~may ~~and~~be ~~sales~~compelled ofto ~~our~~grant ~~products~~licenses ~~outside~~to ~~the~~third ~~United States~~parties. ~~Whether~~In oraddition, some ~~not~~countries ~~FDA~~limit ~~approval~~the ~~has~~enforceability ~~been obtained, approval~~ of apatents ~~product~~against ~~candidate~~government byagencies ~~the~~or ~~comparable~~government ~~regulatory~~contractors. ~~authorities~~In ofthese ~~foreign~~ countries, ~~and~~the ~~regions~~patent owner ~~must~~may behave ~~obtained~~limited ~~prior~~remedies, towhich ~~the~~could ~~commencement~~materially ofdiminish ~~marketing~~ the ~~product~~value inof ~~those~~such ~~countries~~patent. ~~The~~If ~~approval~~we ~~process varies from one regulatory authority to another and the time may be longer~~ or ~~shorter~~any ~~than~~of ~~that~~our ~~required~~licensors ~~for~~is ~~FDA~~forced ~~approval.~~to grant Ina ~~the~~license ~~European~~to ~~Union,~~third ~~Canada~~parties ~~and~~with ~~Australia,~~respect ~~regulatory~~to ~~requirements~~any ~~and~~patents ~~approval~~relevant ~~processes~~to ~~are~~our ~~similar~~business, inour ~~principle,~~competitive toposition ~~those~~may inbe ~~the United States~~impaired.

Before approving a BLA, the FDA will inspect the facilities at which the product is manufactured and will not approve the product unless the manufacturing facilities are in compliance with the FDA’s cGMP, which are regulations that govern the manufacture, holding and distribution of a product. Manufacturers of biologics also must comply with the FDA’s general biological product standards. Following approval, the FDA periodically inspects drug and biologic manufacturing facilities to ensure continued compliance with the good manufacturing practices regulations. We must ensure that any third-party manufacturers continue to comply with those requirements. Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing or recall or seizure of product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketing restrictions through labeling changes or market removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following approval.

The labeling, advertising, promotion, marketing and distribution of a drug or biologic product also must be in compliance with FDA and Federal Trade Commission, requirements, which include, among others, standards and regulations for off-label promotion, industry sponsored scientific and educational activities, promotional activities involving the internet, and direct-to-consumer advertising. We also will be subject to a variety of federal, state and local regulations relating to the use, handling, storage and disposal of hazardous materials, including chemicals and radioactive and biological materials. In

~~addition,~~ If we ~~will~~do benot ~~subject~~obtain topatent ~~various~~term ~~laws~~extension ~~and~~in ~~regulations governing laboratory practices and~~ the ~~experimental~~United ~~use~~States ofunder ~~animals. In each of these areas, as above,~~ the ~~FDA~~Hatch-Waxman ~~has~~Act ~~broad regulatory~~ and ~~enforcement~~in ~~powers,~~foreign ~~including~~countries ~~the~~under ~~ability~~similar ~~to levy fines and civil penalties~~legislation, thereby ~~suspend~~potentially orextending ~~delay~~the ~~issuance~~term of ~~product~~marketing ~~approvals,~~exclusivity ~~seize~~for orour ~~recall~~ products, ~~and~~our ~~deny~~business ormay ~~withdraw~~be ~~approvals~~materially harmed.

WePatents have ~~also~~a ~~will~~limited belifespan. ~~subject~~In tothe ~~federal~~United ~~regulation~~States, byif all maintenance fees are timely paid, the ~~Occupational~~natural ~~Safety~~expiration ~~and~~of ~~Health~~a ~~Administration~~patent ~~and~~is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the ~~Environmental~~life ~~Protection~~of ~~Agency~~a patent, and tothe ~~regulation~~protection it ~~under~~affords, is limited. Even if patents covering our products are obtained, once the ~~Toxic~~patent ~~Substances~~life ~~Control~~has ~~Act~~expired for a product, we may be open to competition from competitive medications, including generic medications. Given the ~~Resource~~amount ~~Conservation~~of ~~and~~time ~~Recovery~~required ~~Act~~for the development, testing and ~~other~~regulatory ~~federal~~review ~~and~~of ~~state~~new ~~regulatory~~products, ~~statutes~~patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may innot ~~the~~provide ~~future~~us bewith ~~subject~~sufficient rights to ~~other~~exclude ~~federal,~~others from ~~state~~using or ~~local~~commercializing ~~regulations~~technologies or products similar or identical to ours.

WeDepending upon the timing, duration and conditions of FDA marketing approval of our product candidates, we may be ~~subject~~able to ~~data~~extend ~~privacy~~the ~~and~~term ~~security~~of ~~regulations~~a patent bycovering ~~both~~each product candidate under the ~~federal~~Drug ~~government~~Price Competition and Patent Term Restoration Act of 1984, referred to as the ~~states~~Hatch-Waxman Amendments inand ~~which~~similar welegislation ~~conduct~~in ~~our~~the ~~business~~EU. The ~~Health~~Hatch-Waxman ~~Insurance~~Amendments ~~Portability~~permit ~~and~~a ~~Accountability~~patent ~~Act~~term extension of ~~1996~~up ~~(HIPAA),~~to asfive ~~amended~~years byfor ~~the~~a ~~Health~~patent covering ~~Information~~an ~~Technology~~approved product as compensation for ~~Economic~~effective ~~and~~patent ~~Clinical~~term ~~Health~~lost ~~Act,~~during orproduct ~~HITECH,~~development and ~~its~~the ~~implementing~~FDA ~~regulations,~~regulatory ~~imposes~~review process. ~~requirements~~Patent ~~relating~~term toextension ~~the~~cannot ~~privacy,~~extend ~~security~~the ~~and~~remaining ~~transmission~~term of ~~individually~~a ~~identifiable~~patent ~~health~~beyond ~~information.~~a ~~Among~~total ~~other~~of ~~things,~~14 ~~HITECH~~years ~~makes~~from ~~HIPAA’s~~the ~~privacy~~date of product approval, and ~~security~~only ~~standards~~one ~~directly~~patent that is applicable to ~~business~~and ~~associates~~covers ~~independent~~an ~~contractors~~approved ordrug ~~agents~~may ofbe ~~covered~~extended. ~~entities~~Similar ~~that~~provisions ~~receive~~are oravailable ~~obtain~~in ~~protected~~Europe, ~~health~~such as ~~information~~supplementary protection certificates, and in ~~connection~~certain ~~with~~other ~~providing~~non-United aStates ~~service~~jurisdictions onto ~~behalf~~extend the term of a ~~covered~~patent ~~entity.~~that ~~HITECH~~covers an ~~also~~approved ~~created~~drug. ~~four~~However, ~~new~~we ~~tiers~~may ofnot ~~civil~~receive ~~monetary~~an ~~penalties,~~extension ~~amended~~if ~~HIPAA~~we fail to ~~make~~apply ~~civil~~within ~~and~~applicable ~~criminal~~deadlines, ~~penalties~~fail ~~directly~~to ~~applicable~~apply prior to ~~business~~expiration of ~~associates,~~relevant ~~and~~patents ~~gave~~or ~~state~~otherwise ~~attorneys~~fail ~~general~~to ~~new~~satisfy ~~authority~~applicable torequirements. ~~file~~Moreover, ~~civil~~the ~~actions~~length ~~for~~of ~~damages~~a orpatent ~~injunctions~~term inextension ~~federal~~could ~~courts~~be toless than ~~enforce~~we ~~the~~request. ~~federal~~If ~~HIPAA~~we ~~laws~~are ~~and~~unable ~~seek~~to ~~attorneys’~~obtain ~~fees~~patent ~~and~~term ~~costs~~extension ~~associated~~or ~~with~~the ~~pursuing~~term ~~federal~~of ~~civil~~any ~~actions.~~such Inextension ~~addition,~~is ~~state~~less ~~laws~~than ~~govern~~we request, the ~~privacy~~period during ~~and~~which ~~security~~we ofcan ~~health~~enforce ~~information~~our inpatent ~~specified~~rights ~~circumstances,~~for ~~many~~that ofproduct ~~which~~will ~~differ~~be ~~from~~shortened ~~each~~and ~~other~~our incompetitors ~~significant~~may ~~ways~~obtain ~~and~~approval ~~may~~to ~~not~~market ~~have~~competing products ~~the~~sooner. ~~same~~As ~~effect~~a result, ~~thus~~our ~~complicating~~revenue ~~compliance~~from ~~efforts~~applicable products could be reduced, possibly materially.

~~Orphan~~Further, under ~~Drug~~certain ~~Act~~circumstances, the term of a patent covering our products may be extended for time spent during the pendency of the corresponding patent application in the USPTO (referred to as Patent Term Adjustment, or PTA). The laws and regulations underlying how the USPTO calculates the PTA is subject to change and any such PTA granted by the USPTO could be challenged by a third-party. If we do not prevail under such a challenge, the PTA may be reduced or eliminated, resulting in a shorter patent term, which may negatively impact our ability to exclude competitors.

~~Under~~Because PTA ~~the~~added ~~Orphan Drug Act, the FDA may grant orphan designation~~ to ~~a drug or biologic intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in~~ the ~~United~~term ~~States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost~~ of ~~developing~~patents ~~and~~covering ~~making~~pharmaceutical ~~available~~products inhas ~~the~~particular ~~United~~value, ~~States~~our abusiness ~~drug~~may ~~or biologic for this type of disease or condition will~~ be ~~recovered~~adversely ~~from~~affected ~~sales~~if in the PTA ~~United~~is ~~States~~successfully ~~for~~challenged ~~that~~by ~~drug or biologic. Orphan drug designation must be requested before submitting~~ a ~~BLA.~~third ~~After~~party ~~the FDA grants orphan drug designation, the generic identity of the therapeutic agent~~ and ~~its~~our ~~potential~~ability ~~orphan~~to ~~use~~exclude ~~are~~competitors ~~disclosed~~is ~~publicly~~reduced ~~by the FDA. The orphan drug designation does not convey any advantage in,~~ or ~~shorten the duration of, the regulatory review or approval process~~eliminated.

IfIntellectual property arights ~~product~~do that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not ~~approve~~address ~~any~~all ~~other~~potential ~~applications,~~threats ~~including a full BLA,~~ to ~~market~~our ~~the~~competitive ~~same biologic for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity~~advantage. Orphan drug exclusivity does not prevent FDA from approving a different drug or biologic for the same disease or condition, or the same drug or biologic for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain research and a waiver of the BLA application user fee.

AThe degree ~~designated~~of ~~orphan~~future ~~drug~~protection ~~may~~afforded ~~not~~by ~~receive~~our ~~orphan~~intellectual ~~drug~~property ~~exclusivity~~rights ~~if it~~ is ~~approved~~uncertain ~~for~~because aintellectual ~~use~~property ~~that~~rights ishave ~~broader than the indication for which it received orphan designation. In addition~~limitations, and ~~exclusive marketing rights in the United States~~ may benot ~~lost~~adequately ifprotect ~~the~~our ~~FDA~~business, ~~later determines that the request for designation was materially defective~~ or ifpermit ~~the~~us ~~manufacturer is unable~~ to ~~assure~~maintain ~~sufficient~~our ~~quantities~~competitive ofadvantage. ~~the~~The ~~product~~following toexamples ~~meet~~are ~~the needs of patients with the rare disease or condition.~~illustrative:

~~Legal~~● ~~Proceedings~~others may be able to make products that are similar to EOM613 and EOM147 or our future products or product candidates but that are not covered by the claims of the patents that we own or license from others; ● others may independently develop similar or alternative technologies or otherwise circumvent any of our technologies without infringing our intellectual property rights; ● we or any of our collaborators might not have been the first to conceive and reduce to practice the inventions covered by the patents or patent applications that we own, license or will own or license; ● we or any of our collaborators might not have been the first to file patent applications covering certain technologies we or they own or have obtained a license, or will own or obtain a license; ● issued patents that we own may not provide us with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;

We are not a party to any material legal proceedings. We may occasionally become subject to legal proceedings and claims that arise in the ordinary course of our business. It is impossible for us to predict with any certainty the outcome of any disputes that may arise, and we cannot predict whether any liability arising from claims and litigation will be material in relation to our financial position or results of operations.

On December 8, 2016, we signed an offer of settlement with the SEC related to an investigation principally of our former Chief Executive Officer involving conduct between November 2011 and August 2012 regarding the publication of articles without disclosing that they were paid for by us or investor relations firms hired by us. The offer of settlement provided that, without admitting or denying allegations, we would consent to the entry of an administrative order requiring that we cease and desist from any future violations of Sections 17(a) and 17(b) of the Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, subject to approval by the Commissioners of the

~~SEC.~~● ~~The~~our ~~proposed~~competitors ~~settlement~~might isconduct ~~contingent~~research ~~upon~~and ~~approval~~development byactivities ~~the~~in ~~Commissioners~~countries ofwhere ~~the SEC, which cannot be assured. Based upon the offer of settlement,~~ we ~~have~~do not ~~accrued~~have ~~and~~patent dorights, ~~not~~or ~~currently~~in ~~expect~~countries towhere ~~accrue~~research aand ~~liability~~development ~~related~~safe toharbor ~~this~~laws ~~matter. However~~exist, ~~the~~and ~~settlement~~then ~~must~~use bethe ~~approved~~information bylearned ~~the~~from ~~Commissioners~~such ofactivities ~~the~~to ~~SEC. If~~develop ~~the~~competitive ~~Commissioners~~products dofor ~~not~~sale ~~approve~~in ~~the~~our ~~settlement,~~major wecommercial ~~may~~markets; ~~need~~● toownership ~~enter~~and ~~into~~inventorship ~~further~~of ~~discussions~~our ~~with~~patents ~~the~~or ~~SEC~~patent toapplications ~~resolve~~may ~~the~~be ~~investigated matters~~challenged onby ~~different~~third ~~terms~~parties; and ~~conditions.~~● Aspatents aof ~~result~~third parties, ~~there~~or ~~can~~pending beor nofuture ~~assurance~~applications ~~as to the final terms~~ of ~~any~~third ~~settlement~~parties, ~~including~~if ~~its~~issued, ~~financial~~may ~~impact~~have oran ~~any~~adverse ~~future~~effect ~~adjustment~~on toour ~~the financial statements~~business.

Our reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated or disclosed, and confidentiality agreements with employees and third parties may not adequately prevent disclosure of trade secrets and protect other proprietary information.

We consider proprietary trade secrets or confidential know-how and unpatented know-how to be important to our business. We may rely on trade secrets or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value. Because we expect to rely on third parties to manufacture EOM 613 and EOM147 and any future products and product candidates, and we expect to collaborate with third parties on the development of EOM613 and EOM147 and any future products and product candidates, we must, at times, share trade secrets with them. We also conduct joint research and development programs that may require us to share trade secrets under the terms of our research and development partnerships or similar agreements. However, trade secrets or confidential know-how can be difficult to maintain as confidential.

To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, collaborators, contractors and advisors to enter into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other similar agreements with us prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, including our trade secrets. However, current or former employees, consultants, collaborators, contractors and advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. The need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have an adverse effect on our business and results of operations. Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential know-how is expensive, time consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction.

In addition, these agreements typically restrict the ability of our employees, consultants, collaborators, contractors and advisors to publish data potentially relating to our trade secrets, although our agreements may contain certain limited publication rights. Despite our efforts to protect our trade secrets, our competitors may discover our trade secrets, either through breach of our agreements with third parties, independent development or publication of information by any of our third-party collaborators. A competitor’s discovery of our trade secrets would impair our competitive position and have an adverse impact on our business.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential collaborators or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our unregistered trademarks or trade names. Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations.

~~SECURITY~~We may ~~OWNERSHIP~~need OFto ~~CERTAIN~~license ~~BENEFICIAL~~certain ~~OWNERS~~intellectual ~~AND~~property ~~MANAGEMENT~~from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

~~The~~A third ~~following~~party ~~table~~may ~~sets~~hold ~~forth~~intellectual ~~certain information regarding beneficial ownership of our common stock as of November 30~~property, ~~2016~~including ~~(a)~~patent byrights ~~each~~that ~~person~~are ~~known~~important byor usnecessary tofor ~~own~~the ~~beneficially~~development 5% or ~~more~~ commercialization of ~~our~~EOM613 ~~common~~and ~~stock,~~EOM147 ~~(b)~~or ~~by each of~~ our ~~named~~future ~~executive~~products ~~officers~~or asproduct ~~set~~candidates. ~~forth~~It inmay ~~our~~be ~~proxy~~necessary ~~statement~~ for ~~our~~us ~~2016~~to ~~Annual~~use ~~Meeting~~the ofpatented ~~Stockholders~~or ~~and~~proprietary ~~our directors and (c) by all our executive officers and directors as a group. Our calculation~~ technology of ~~the~~third ~~percentage~~parties ~~of beneficial ownership prior~~ to ~~this~~commercialize ~~offering~~EOM613 isand ~~based~~EOM147 onor ~~3,459,859 shares of~~ our ~~common~~products ~~stock~~or ~~outstanding~~product ~~as of November 30~~candidates, ~~2016.~~in Wewhich ~~have~~case ~~based~~we ~~our~~would ~~calculation~~be ofrequired ~~the~~to ~~percentage~~obtain a oflicense ~~beneficial~~from ~~ownership~~these ~~after~~third ~~this~~parties. ~~offering~~Such ~~on shares~~a oflicense ~~our~~may ~~common~~not ~~stock~~be ~~outstanding~~available ~~immediately~~on ~~after~~commercially ~~the~~reasonable ~~closing~~terms, ofor ~~this~~at ~~offering~~all, ~~assuming~~which nocould ~~sale~~materially harm ofour ~~pre-funded warrants and no exercise of the base warrants~~business. ~~Unless~~At ~~otherwise~~this ~~noted~~time, we ~~believe~~are ~~that~~unaware ~~all~~of ~~persons~~any ~~named~~intellectual inproperty ~~the~~that ~~table~~interferes ~~have~~with ~~sole~~ours ~~voting~~or ~~and~~is ~~investment~~complementary ~~power~~and ~~with respect~~ needed to ~~all~~commercialize ~~the~~EOM613 ~~shares~~and ~~beneficially owned by them~~EOM147.

		Percentage of Shares Beneficially Owned
Name and Address of Beneficial Owner(1)	SharesBeneficiallyOwned (2)	Before Offering	After Offering
John S. Yu, M.D.	13,790(3)	*	*
Andrew Gengos	35,301(4)	1.01%	*
Anthony Gringeri, Ph.D.	15,964(5)	*	*
David Fractor	7,614(6)	*	*
Rahul Singhvi, Sc.D.	9,794(7)	*	*
Steven J. Swanson, M.D.	5,416(8)	*	*
Gary S. Titus	5,277(9)	*	*
Gregg A. Lapointe	1,292(10)	*	*
Mark A. Schlossberg	1,292(11)	*	*
All executive officers and directors as a group (9 persons)	95,740(12)	2.69%	%

We may be subject to claims that our employees, consultants, collaborators contractors or advisors have wrongfully used or disclosed confidential information of their former employers or other third parties.

~~_________~~We employ individuals who were previously employed at other biotechnology or pharmaceutical companies. Although we seek to protect our ownership of intellectual property rights by ensuring that our agreements with our employees, consultants, collaborators, contractors, advisors and other third parties with whom we do business include provisions requiring such parties to assign rights in inventions to us, we may be subject to claims that we or our employees, consultants, collaborators, contractors and advisors have inadvertently or otherwise used or disclosed confidential information of their former employers or other third parties. We may also be subject to claims that the former employers or other third parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Even if we are successful, litigation could result in substantial cost and be a distraction to our management and other employees.

*Our proprietary ~~Less~~information ~~than~~may 1%be lost, or we may suffer security breaches.

~~(1)~~In the ~~The~~ordinary ~~address~~course of ~~each~~our business, we collect and store sensitive data, including intellectual property, clinical trial data, proprietary business information, personal data and personally identifiable information of ~~the~~our ~~persons~~clinical ~~shown~~trial subjects and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is ~~c/o~~critical ~~ImmunoCellular~~to ~~Therapeutics~~our operations. Despite our security measures, ~~Ltd~~our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Although, ~~23622~~to ~~Calabasas~~our ~~Road~~knowledge, ~~Suite~~we ~~300~~have not experienced any such material security breach to date, any ~~Calabasas~~such breach could compromise our networks and the information stored there could be accessed, ~~California~~publicly ~~91302~~disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, significant regulatory penalties, disrupt our operations, damage our reputation and cause a loss of confidence in us and our ability to conduct clinical trials, which could adversely affect our reputation and delay our clinical development of our product candidates.

~~(2)~~Risks Related ~~Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect~~ to ~~securities.~~Our ~~Shares~~Employees, ofManaging ~~common~~Our ~~stock~~Growth ~~subject to options, warrants~~ and ~~convertible~~Our securities currently exercisable or convertible, or exercisable or convertible within 60 days of November 30, 2016, are deemed outstanding, including for purposes of computing the percentage ownership of the person holding such option, warrant or convertible security, but not for purposes of computing the percentage of any other holder.Operations

~~(3)~~Our future ~~Includes~~success ~~13,282~~depends ~~shares~~on ofour ~~common~~ability ~~stock~~to ~~underlying~~retain ~~stock~~our ~~options~~key ~~that~~personnel ~~are~~and ~~exercisable~~to ~~within~~attract, 60retain ~~days~~and ofmotivate ~~November~~qualified ~~30, 2016~~personnel.

~~(4)~~We are ~~Includes~~highly 24dependent on the development,~~869~~ ~~shares~~regulatory, ofcommercialization ~~common~~and ~~stock~~business ~~underlying~~development ~~stock~~expertise ~~options~~of ~~that~~our ~~are~~senior ~~exercisable~~management ~~within~~team, as 60well ~~days~~as the other principal members of ~~November~~our 30scientific and clinical teams. Although we have employment agreements, ~~2016~~offer ~~and~~letters ~~warrants~~or consulting toagreements ~~purchase~~with ~~723~~our ~~shares~~executive ofofficers, ~~common~~these ~~stock~~agreements do not prevent them from terminating their services at any time.

(5) Includes 10,039 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016 and warrants to purchase 525 shares of common stock.

(6) Includes 4,531 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016 and warrants to purchase 291 shares of common stock.

(7) Includes 9,419 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016.

(8) Includes 4,791 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016.

(9) Includes 4,577 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016.

(10) Includes 1,292 shares of common stock underlying stock options that are exercisable within 60 days of November 30, 2016.

~~(11)~~If we ~~Includes~~lose 1one or more of our executive officers or key employees,~~292~~ ~~shares~~our ability to implement our business strategy successfully could be seriously harmed. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of ~~common~~time because ~~stock~~of ~~underlying~~the ~~stock~~limited ~~options~~number of individuals in our industry with the breadth of skills and experience required to successfully develop product candidates, gain regulatory approval, and commercialize new products. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be engaged by entities other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are ~~exercisable~~unable ~~within~~to 60continue ~~days~~to ofattract ~~November~~and 30retain highly qualified personnel, ~~2016~~our ability to develop and commercialize product candidates will be limited.

~~(12)~~We expect ~~Includes~~to ~~74,095~~expand ~~shares~~our ofdevelopment, ~~common~~regulatory, ~~stock~~and ~~underlying~~sales ~~stock~~and ~~options~~marketing ~~that~~capabilities, ~~are~~and ~~exercisable~~as ~~within~~a ~~60 days of November 30~~result, ~~2016~~we ~~and~~may ~~warrants~~encounter todifficulties ~~purchase~~in managing 1our growth,~~540~~ ~~shares~~which ofcould ~~common~~disrupt ~~stock~~our operations.

We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of drug development, regulatory affairs, sales and marketing and financial and systems operations. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities or acquire new facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

We may engage in acquisitions that could disrupt our business, cause dilution to our stockholders or reduce our financial resources.

In the future, we may enter into transactions to acquire other businesses, products or technologies. If we do identify suitable candidates, we may not be able to make such acquisitions on favorable terms, or at all. Any acquisitions we make may not strengthen our competitive position, and these transactions may be viewed negatively by customers or investors. We may decide to incur debt in connection with an acquisition or issue our common stock or other equity securities to the stockholders of the acquired company, which would reduce the percentage ownership of our existing stockholders. We could incur losses resulting from undiscovered liabilities of the acquired business that are not covered by the indemnification we may obtain from the seller. In addition, we may not be able to successfully integrate the acquired personnel, technologies and operations into our existing business in an effective, timely and nondisruptive manner. Acquisitions may also divert management attention from day-to-day responsibilities, increase our expenses and reduce our cash available for operations and other uses. We cannot predict the number, timing or size of future acquisitions or the effect that any such transactions might have on our operating results.

Our business and operations would suffer in the event of system failures.

Our computer systems, as well as those of our CROs and other contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access including ransomware attacks, natural disasters (including hurricanes), terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs. For example, the loss of preclinical or clinical trial data from completed, ongoing or planned trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability and the further development of EOM613 and/or EOM147 or any other product candidate could be delayed.

~~DESCRIPTION~~We are OFincreasingly ~~CAPITAL~~dependent ~~STOCK~~on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

AsSignificant disruptions ofto ~~the~~our ~~date~~information technology systems or breaches of ~~this~~information ~~prospectus,~~security could adversely affect our ~~authorized~~business. ~~capital~~In ~~stock~~the ~~consists~~ordinary course of 25business,~~000~~ we collect,~~000~~ ~~shares~~store and transmit large amounts of ~~common~~confidential ~~stock~~information, $0and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.~~0001~~ ~~par~~The ~~value~~size and complexity of our information technology systems, and 1those of our third-party vendors with whom we contract,~~000~~ make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees,~~000~~ ~~shares~~partners ofor ~~preferred~~vendors, ~~stock~~from attacks by malicious third parties, ~~$0.0001~~or ~~par~~from ~~value~~intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties. AMaintaining the ~~description~~secrecy of ~~material~~this ~~terms~~confidential, ~~and~~proprietary, ~~provisions~~or oftrade secret information is important to our ~~amended~~competitive business position. While we will take steps to protect such information and ~~restated~~invested ~~certificate~~in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of ~~incorporation~~confidential information ~~and~~that ~~amended~~could ~~and~~adversely ~~restated~~affect ~~bylaws~~our ~~affecting~~business operations or result in the ~~rights~~loss, dissemination, or misuse of ~~holders~~critical or sensitive information. A breach of our ~~capital~~security ~~stock~~measures isor ~~set~~the ~~forth~~accidental ~~below.~~loss, ~~The~~inadvertent ~~description~~disclosure, isunapproved ~~intended~~dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a ~~summary~~result of theft, ~~and~~hacking, isfraud, trickery ~~qualified~~or inother ~~its~~forms ~~entirety~~of bydeception, ~~reference~~or for any other reason, could enable others to produce competing products, use our ~~amended~~proprietary technology ~~and~~or ~~restated~~information, ~~certificate~~or adversely affect our business or financial condition. Further, any such interruption, security breach, loss or disclosure of ~~incorporation~~confidential information, could result in financial, legal, business, and ~~our~~reputational ~~amended~~harm to us and ~~restated~~could ~~bylaws.~~have a material adverse effect on our business, financial position, results of operations or cash flow.

Risks Related to this Offering and Our Common Stock

~~The~~Following this ~~holders of our common stock are entitled to equal dividends and distributions per share with respect to the common stock when~~offering, ~~as and if declared by~~ our ~~board of~~ directors, ~~from~~executive ~~funds~~officers ~~legally~~and ~~available~~certain ~~therefor.~~stockholders ~~No holder of any shares of our common stock has~~ (a ~~preemptive~~number ~~right to subscribe for any~~ of ~~our~~which ~~securities, nor~~ are ~~any~~affiliates ~~common shares subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up~~ of our ~~company,~~Founder and ~~after~~Chief Operating ~~payment~~Officer) ~~of creditors and preferred stockholders, if any, the assets~~ will becontinue ~~divided~~to ~~pro~~own ~~rata on~~ a ~~share-for-share~~significant ~~basis~~percentage ~~among the holders~~ of ~~the shares of~~ our common stock. ~~All shares of our common stock now outstanding are fully paid~~and, ~~validly~~if ~~issued~~they ~~and~~choose ~~non-assessable. Each share of our common stock is entitled~~ to ~~one~~act ~~vote~~together, ~~with~~will ~~respect~~be able to ~~the~~exert ~~election~~significant ofcontrol ~~any~~over ~~director~~matters orsubject ~~any other matter upon which stockholders are required or permitted~~ to ~~vote~~stockholder approval.

OnUpon the ~~November~~closing 18of this offering, ~~2016~~our Chairman and Chief Operating Officer, wethe ~~effected~~Goldberger afamily ~~one-for-forty~~and ~~reverse~~entities ~~stock~~affiliated ~~split~~with orthem will beneficially own approximately _______% of the voting power of our outstanding common stock, or approximately ______% if the underwriters exercise their over-allotment option from us in full. ~~Upon~~As a result, they will have absolute control over the ~~effectiveness~~election of our directors and the ~~reverse~~outcome ~~stock~~of ~~split~~corporate actions requiring stockholder approval, such as: (i) ~~every~~a ~~forty~~merger ~~shares~~or a sale of our ~~outstanding~~company, ~~common~~(ii) ~~stock~~a ~~was~~sale ~~combined~~of ~~into~~all or ~~one~~substantially ~~share~~all of ~~common~~our ~~stock~~assets, and (iiiii) ~~the~~amendments ~~number~~to our certificate of ~~shares~~incorporation and bylaws. This concentration of ~~common~~voting power ~~stock~~and ~~for~~control ~~each~~could ~~outstanding~~have ~~option~~a significant effect in delaying, deferring or ~~warrant~~preventing an action that might otherwise be beneficial to our ~~purchase~~other ~~common~~stockholders ~~stock~~and isbe ~~exercisable~~disadvantageous ~~was~~to ~~proportionately~~our ~~adjusted~~stockholders with interests different from those entities and individuals. These individuals also have significant control over our business, policies and ~~(iii)~~affairs ~~the~~as ~~exercise~~officers ~~price~~and directors of ~~each~~our ~~outstanding~~company. ~~option~~Therefore, you orshould ~~warrant~~not invest in reliance on your ability to ~~purchase~~have ~~common~~any ~~stock~~control ~~was~~over ~~proportionately~~our ~~increased~~company.

~~Preferred~~Because we ~~Stock~~are a startup and a smaller reporting company, the market price of our common stock will likely be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

~~Our~~Because we ~~board~~a ofstartup ~~directors~~with isa ~~authorized,~~limited ~~subject~~track ~~to limitations prescribed by Delaware law~~record, ~~to issue up to 1,000,000 shares preferred stock in one or more series, to establish from time to time~~ the ~~number~~market ofprice ~~shares to be included in each series and to fix the designation, powers, preferences and rights~~ of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our ~~stockholders.~~common ~~Our board of directors may authorize the issuance of preferred~~ stock ~~with~~will ~~voting~~likely orbe ~~conversion~~highly ~~rights that could adversely affect the voting power or other rights of the holders of the common stock~~volatile. The issuance of preferred stock, while providing flexibility in connection with financings, possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, discouraging or preventing a change in control of our company, may adversely affect the market price of our common stock ~~and~~may ~~the~~be ~~voting~~subject ~~and~~to ~~other~~wide ~~rights~~fluctuations ofin ~~the~~response ~~holders~~to ofa ~~common~~variety ~~stock~~of factors, ~~and~~including ~~may reduce~~ the ~~likelihood that common stockholders will receive dividend payments and payments upon liquidation.~~following:

~~Warrants~~● any delay in the commencement, enrollment and ultimate completion of our clinical trials; ● any delay in submitting an NDA and any adverse development or perceived adverse development with respect to the FDA’s review of that NDA; ● failure to successfully develop and commercialize EOM613 and EOM147 or any future product candidate; ● inability to obtain additional funding;

January 2012 Warrants

The following summary description of the material features of the outstanding warrants that we issued in January 2012 is general and is qualified in its entirety by reference to the form of warrant, a copy of which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

Each warrant represents the right to purchase shares of our common stock at an exercise price of $56.40 per share. Each warrant may be exercised after the date of issuance through and including the date that is five years after the date the warrant is first exercisable.

Exercise. The warrants may be exercised on or prior to the expiration date at the offices of the warrant agent, with the delivery of a written notice in the form attached to the warrant completed and executed as indicated, accompanied by full payment of the exercise price for the number of warrants being exercised in the form discussed below. Within three trading days, certificates representing the shares of our common stock purchased will be delivered to the warrant holder, or at the warrant holder’s request, the warrant shares will be credited to the warrant holder’s account with the Depository Trust Company. The warrants may be exercised in whole or in part.

~~Payment.~~● ~~The~~regulatory ~~holder~~or ~~shall~~legal ~~pay~~developments in the ~~exercise~~United ~~price~~States and other countries applicable to EOM613 and EOM147 or any other product candidate; ● adverse regulatory decisions; ● changes in ~~immediately~~the ~~available~~structure ~~funds~~of healthcare payment systems; ~~provided,~~● ~~however~~introduction of new products, ifservices ator ~~any~~technologies ~~time~~by ~~there~~our iscompetitors; ~~(i)~~● nofailure ~~effective~~to ~~registration~~meet ~~statement~~or ~~registering~~exceed financial projections we provide to the ~~relevant~~public; ~~common~~● ~~stock~~failure to meet or exceed the estimates and ~~(ii)~~projections noof ~~effective~~the ~~registration~~investment ~~statement~~community; ~~registering~~● changes in the ~~resale~~market valuations of companies similar to ours; ● market conditions in the pharmaceutical and biotechnology sectors, and the issuance of new or nochanged ~~current~~securities ~~prospectus~~analysts’ ~~available~~reports or recommendations; ● announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors; ● significant lawsuits, including patent or stockholder litigation, and disputes or other developments relating to our proprietary rights, including patents, litigation matters and our ability to obtain patent protection for ~~the~~our ~~resale~~technologies; ● additions or departures of ~~the~~key ~~relevant~~scientific or management personnel; ● sales of our common stock by us or our stockholders in the ~~holder~~future; ● trading volume of our common stock; ● general economic, industry and market conditions; ● health epidemics and outbreaks, including the ~~holder~~COVID-19 ~~may~~pandemic, ~~elect~~which tocould ~~satisfy~~significantly ~~its~~disrupt ~~obligation~~our topreclinical ~~pay~~studies and clinical trials, and therefore our receipt of necessary regulatory approvals could be delayed or prevented; and ● the ~~exercise~~other ~~price~~factors ~~through~~described ain this “~~cashless~~Risk ~~exercise.~~Factors” section.

~~Fractional~~In addition, ~~Shares.~~the Nostock ~~fractional~~markets ~~shares~~have ~~will~~experienced beextreme ~~issued~~price ~~upon~~and ~~exercise~~volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These price fluctuations have often been unrelated or disproportionate to the ~~warrants~~operating performance of those companies. IfBroad market and industry factors, ~~upon~~as ~~exercise~~well ofas ~~the~~general ~~warrants~~economic, apolitical, ~~holder~~regulatory ~~would~~and bemarket ~~entitled~~conditions, may tonegatively ~~receive~~affect athe ~~fractional~~market ~~interest~~price inof aour ~~share~~common stock, weregardless ~~will,~~of ~~upon~~our ~~exercise~~actual operating performance. The market price of our common stock may decline below the public offering price, ~~pay~~and ayou ~~cash~~may ~~adjustment~~lose insome ~~respect~~or all of ~~such~~your ~~final~~investment. ~~fraction~~In particular, stock markets have experienced extreme volatility in an2020 ~~amount~~and ~~equal~~2021 due to ~~such~~the ~~fraction~~ongoing ~~multiplied~~COVID-19 bypandemic, among other factors, and investor concerns and uncertainty related to the ~~exercise~~impact ~~price~~of the pandemic on the economies of countries worldwide.

~~Limitations~~Our management onhas ~~Exercise.~~broad ~~The~~discretion number of shares of our common stock that may be acquired by a holder upon any exercise of a warrant shall be limited so that the total number of shares of our common stock then beneficially owned by such holder does not exceed 4.99% (subject to increase, not to exceed 9.99%, in ~~certain~~using ~~circumstances) of~~ the ~~total~~net ~~number~~proceeds offrom ~~issued~~this ~~and outstanding shares of our common stock (including for such purpose the shares of common stock issuable upon such exercise)~~offering. Our obligation to issue shares of our common stock upon the exercise of a warrant shall be suspended until such time, if any, as shares of our common stock may be issued in compliance with such limitation.

~~Adjustment.~~We have ~~The~~stated, ~~exercise~~in ~~price~~only ~~and~~a ~~the~~general ~~number~~manner, ofhow ~~shares~~we ~~underlying~~intend ~~the~~to ~~warrants~~use ~~are~~the ~~subject~~net toproceeds ~~appropriate~~from ~~adjustment~~this inoffering. ~~the~~See ~~event~~“Use of ~~stock~~Proceeds.” ~~splits~~We cannot, ~~stock~~with ~~dividends~~any ~~on our common stock~~assurance, ~~stock~~be ~~combinations~~more orspecific ~~similar~~at ~~events~~this ~~affecting~~time. ~~our~~We ~~common~~will ~~stock.~~have Inbroad ~~addition,~~discretion in the ~~event~~timing weof ~~consummate~~the ~~any~~expenditures ~~merger,~~and ~~consolidation,~~application of ~~sale~~proceeds orreceived ~~other reorganization event~~ in ~~which~~this ~~our~~offering. ~~common~~If ~~stock~~we isfail ~~converted~~to ~~into~~apply orthe ~~exchanged~~net ~~for~~proceeds ~~securities~~effectively, ~~cash~~we ormay ~~other~~not ~~property,~~be ~~then~~successful ~~following~~in ~~such~~bringing ~~event,~~our ~~the~~proposed products ~~holders~~to ofmarket. ~~the~~You ~~warrants~~ will benot ~~entitled~~have tothe ~~receive~~opportunity ~~upon~~to ~~exercise~~evaluate all of ~~such warrants~~ the ~~kind and amount of securities~~economic, ~~cash~~financial or other ~~property~~information upon which ~~the~~we ~~holders~~may base ~~would~~our ~~have~~decisions ~~received~~to ~~had~~use ~~they~~the ~~exercised~~net ~~such~~proceeds ~~warrants~~from ~~immediately~~this ~~prior to such reorganization event~~offering.

Rights as Stockholders. The warrant holders do not have the rights or privileges of holders of our common stock and any voting rights until they exercise their warrants and receive shares of our common stock. After the issuance of shares of our common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

October 2012 Warrants

The following summary description of the material features of the outstanding warrants that we issued in October 2012 is general and is qualified in its entirety by reference to the form of warrant, a copy of which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

Each warrant represents the right to purchase shares of our common stock at an exercise price of $106.00 per share. Each warrant may be exercised after the date of issuance through and including the date that is five years after the date the warrant is first exercisable.

Payment. The holder shall pay the exercise price in immediately available funds; provided, however, if at any time there is (i) no effective registration statement registering the relevant common stock and (ii) no effective registration statement registering the resale of or no current prospectus available for the resale of the relevant common stock by the holder, the holder may elect to satisfy its obligation to pay the exercise price through a “cashless exercise.”

Fractional Shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Limitations on Exercise. The number of shares of our common stock that may be acquired by a holder upon any exercise of a warrant shall be limited so that the total number of shares of our common stock then beneficially owned by such holder does not exceed 4.99% (subject to increase, not to exceed 9.99%, in certain circumstances) of the total number of issued and outstanding shares of our common stock (including for such purpose the shares of our common stock issuable upon such

~~exercise).~~We could ~~Our~~be ~~obligation~~subject to ~~issue~~securities ~~shares~~class ofaction ~~our common stock upon the exercise of a warrant shall be suspended until such time, if any, as shares of common stock may be issued in compliance with such limitation~~litigation.

~~Adjustment.~~In the ~~The~~past, ~~exercise~~securities ~~price~~class ~~and~~action ~~the~~litigation ~~number~~has ofoften ~~shares~~been ~~underlying~~brought ~~the~~against ~~warrants~~companies ~~are~~following ~~subject~~a todecline ~~appropriate adjustment~~ in the ~~event~~market price of ~~stock splits, stock dividends on our common stock, stock combinations or similar events affecting our common stock~~their securities. InThis ~~addition,~~risk inis ~~the~~especially ~~event~~relevant wefor ~~consummate~~us ~~any~~because ~~merger,~~biotechnology ~~consolidation,~~companies ~~sale~~have orexperienced ~~other~~significant ~~reorganization~~share ~~event~~price volatility in ~~which~~recent ~~our~~years. ~~common~~If ~~stock~~we isface ~~converted into or exchanged for securities, cash or other property, then following~~ such ~~event~~litigation, ~~the~~it ~~holders~~could ofresult ~~the~~in ~~warrants~~substantial ~~will~~costs beand ~~entitled~~a todiversion ~~receive upon exercise~~ of ~~such~~management’s ~~warrants~~attention ~~the kind~~ and ~~amount of securities~~ resources, ~~cash or other property~~ which ~~the~~could ~~holders~~harm ~~would~~our ~~have received had they exercised such warrants immediately prior to such reorganization event~~business.

~~Rights~~If securities asor ~~Stockholders.~~industry ~~The~~analysts ~~warrant holders~~ do not ~~have~~publish ~~the~~research ~~rights~~ or ~~privileges~~reports ofabout ~~holders of~~ our ~~common~~business, ~~stock~~or ~~and~~if ~~any voting rights until~~ they ~~exercise~~issue ~~their~~an ~~warrants~~adverse ~~and~~or ~~receive~~misleading ~~shares~~opinion regarding of our common stock., ~~After the issuance of shares of~~ our ~~common~~ stock ~~upon~~price ~~exercise~~and oftrading ~~the~~volume ~~warrants,~~could ~~each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders~~decline.

~~February~~The trading ~~2015~~market ~~Warrants~~for our common stock will depend, in part, on the research and reports that securities or industry analysts may publish about us or our business. We do not have any control over these analysts. If our financial performance fails, or our drug development program and clinical trial results do not meet analyst expectations or one or more of the analysts who cover us downgrade our common stock or change their opinion of our common stock, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

~~The~~Because we ~~following~~do ~~summary~~not ~~description~~anticipate ofpaying ~~the~~any ~~material~~cash ~~features~~dividends ofon ~~the~~our ~~outstanding~~common ~~warrants~~stock ~~that we issued~~ in ~~February 2015 is general and is qualified in its entirety by reference to~~ the ~~form~~foreseeable ~~of warrant~~future, acapital ~~copy~~appreciation, ofif ~~which~~any, ~~has~~will ~~been~~be ~~filed~~your sole ~~with~~source ~~the SEC as an exhibit to the registration statement~~ of ~~which this prospectus is a part~~gain. ~~See “Where You Can Find More Information.”~~

~~Each~~We have ~~warrant~~never ~~represents~~declared ~~the~~or ~~right~~paid toany ~~purchase~~cash ~~one~~dividends ~~share~~on of our common stock. atWe ancurrently ~~exercise~~anticipate ~~price~~that we will retain future earnings for the development, operation and expansion of ~~$20.00~~our ~~per~~business ~~share.~~and ~~Each~~do ~~warrant~~not ~~may~~anticipate bedeclaring ~~exercised~~or ~~after~~paying any cash dividends for the ~~date~~foreseeable future. As a result, capital appreciation, if any, of ~~issuance~~our ~~through~~common ~~and~~stock ~~including~~would ~~the~~be ~~date~~your ~~that~~sole issource ~~five~~of ~~years~~gain ~~after~~on ~~the~~an ~~date~~investment in our common stock for the ~~warrant~~foreseeable isfuture. ~~first~~See ~~exercisable~~“Dividend Policy” for additional information.

~~Exercise.~~If you ~~The~~purchase warrants may be exercised on or prior to the expiration date at the offices of the warrant agent, with the delivery of a written notice in the form attached to the warrant completed and executed as indicated, accompanied by full payment of the exercise price for the number of warrants being exercised in the form discussed below. Within three trading days, certificates representing the shares of our common stock ~~purchased~~in ~~will~~this ~~be delivered to the warrant holder~~offering, oryou ~~at the warrant holder’s request, the warrant shares~~ will beincur ~~credited~~immediate todilution ~~the~~in ~~warrant holder’s account with~~ the ~~Depository~~book ~~Trust~~value ~~Company.~~of ~~The~~your ~~warrants may be exercised in whole or in part~~shares.

~~Payment.~~ The public ~~holder~~offering ~~shall~~price ~~pay~~of our common stock will be substantially higher than the ~~exercise~~as ~~price~~adjusted innet ~~immediately~~tangible ~~available~~book ~~funds;~~value ~~provided,~~per ~~however~~share of our common stock. Therefore, if atyou ~~any~~purchase ~~time~~our ~~there~~common isstock ~~(i)~~in nothis ~~effective~~offering, ~~registration~~you ~~statement~~will ~~registering~~pay ~~the~~a ~~relevant~~price per share of our common stock ~~and~~that ~~(ii)~~substantially exceeds nothe ~~effective~~book ~~registration~~value ~~statement~~of ~~registering~~our ~~the~~net ~~resale~~tangible ofassets orafter nosubtracting ~~current~~our ~~prospectus~~liabilities. ~~available~~Based ~~for~~on the ~~resale~~assumed public offering price of ~~the~~$____________ per ~~relevant~~share, ~~common~~you ~~stock~~will byexperience ~~the~~immediate ~~holder~~dilution of $__________ per share, representing the ~~holder~~difference ~~may~~between ~~elect~~our tonet ~~satisfy~~tangible ~~its~~book value ~~obligation~~per share, after giving effect to ~~pay~~this offering, and the ~~exercise~~public offering price. ~~through~~Further, athe ~~“cashless~~future exercise of any outstanding options and/or warrants to purchase shares of our common stock will cause you to experience additional dilution. See “Dilution.”

~~Fractional Shares. No fractional shares~~ We will beincur ~~issued~~increased ~~upon~~costs ~~exercise~~as ofa ~~the~~result ~~warrants. If, upon exercise~~ of ~~the~~operating ~~warrants,~~as a ~~holder~~public ~~would~~company, beand ~~entitled~~our tomanagement ~~receive a fractional interest in a share, we~~ will, ~~upon~~be ~~exercise,~~required ~~pay~~to adevote ~~cash~~substantial ~~adjustment in respect of such final fraction in an amount equal~~ time to ~~such~~new ~~fraction~~compliance ~~multiplied~~initiatives byand ~~the~~corporate ~~exercise~~governance ~~price~~practices.

~~Limitations~~As a onnewly ~~Exercise.~~public ~~The~~company, ~~number~~we ofwill ~~shares~~incur ofsignificant ~~our~~legal, ~~common~~accounting ~~stock~~and ~~that~~other ~~may~~expenses bethat ~~acquired~~we bydid anot ~~holder~~incur ~~upon~~previously. ~~any~~The ~~exercise~~Sarbanes-Oxley Act of a2002 ~~warrant~~(“SOX”), ~~shall~~the beDodd-Frank ~~limited~~Wall soStreet ~~that~~Reform and Consumer Protection Act, the ~~total~~listing ~~number~~requirements of ~~shares~~Nasdaq, ofand other ~~our~~applicable ~~common~~securities ~~stock~~rules ~~then~~and ~~beneficially~~regulations ~~owned~~impose byvarious ~~such~~requirements ~~holder~~on ~~does~~U.S. ~~not~~reporting ~~exceed~~public 4companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governance practices.~~99%~~ ~~(subject~~Our management and other personnel will need to ~~increase,~~devote ~~not~~a substantial amount of time to ~~exceed~~these 9compliance initiatives.~~99%~~ Moreover, inthese ~~certain~~rules ~~circumstances)~~and ofregulations ~~the~~will ~~total~~increase our ~~number~~legal ofand ~~issued~~financial compliance costs and ~~outstanding~~will ~~shares~~make ofsome ~~our~~activities ~~common~~more ~~stock~~time-consuming ~~(including~~and costly. For example, we expect that these rules and regulations may make it more expensive for ~~such~~us ~~purpose~~to ~~the~~obtain ~~shares~~director ofand ~~our~~officer ~~common~~liability ~~stock~~insurance, ~~issuable~~which ~~upon~~in ~~such~~turn ~~exercise).~~could ~~Our~~make it ~~obligation~~more difficult for us to ~~issue~~attract ~~shares~~and ofretain ~~our~~qualified ~~common~~senior ~~stock~~management ~~upon~~personnel ~~the~~or ~~exercise~~members for our Board of aDirectors. ~~warrant~~In ~~shall~~addition, these berules ~~suspended~~and ~~until~~regulations ~~such~~are ~~time,~~often ifsubject ~~any~~to varying interpretations, and, as ~~shares~~a ofresult, ~~common~~their ~~stock~~application in practice may beevolve over ~~issued~~time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters ~~with~~and ~~such~~higher ~~limitation~~costs necessitated by ongoing revisions to disclosure and governance practices. Pursuant to Section 404 of SOX (“Section 404”), we will be required to furnish a report by our senior management on our internal control over financial reporting in our next annual filing.

~~Adjustment.~~While we ~~The~~remain ~~exercise~~a ~~price~~smaller ~~and~~reporting ~~the~~company, ~~number~~we ofwill ~~shares~~not ~~underlying~~be ~~the~~required ~~warrants~~to ~~are~~include ~~subject~~an toattestation ~~appropriate~~report ~~adjustment~~on ininternal ~~the~~control ~~event~~over offinancial ~~stock~~reporting issued ~~splits,~~by ~~stock~~our ~~dividends~~independent onregistered ~~our~~public ~~common~~accounting ~~stock,~~firm. ~~stock~~During ~~combinations~~our or2021 ~~similar~~and ~~events~~2020 ~~affecting~~audit examinations, our ~~common~~independent ~~stock.~~auditors ~~The~~identified material ~~warrants~~weaknesses ~~provide~~in ~~for~~our ainternal ~~weighted-average~~controls ~~adjustment~~principally due to the ~~exercise~~lack ~~price~~of ifsegregation weof ~~issue~~duties orfor ~~are~~cash ~~deemed~~management. toTo ~~issue~~mitigate ~~additional~~this, we ~~shares~~have ofhired ~~our~~an ~~common~~additional ~~stock~~financial atmanager aand ~~price~~engaged ~~per~~in ~~share~~various ~~less~~safeguards ~~than~~with ~~the~~our ~~then~~banks ~~effective~~to ~~exercise~~insure ~~price~~cash ofmanagement ~~the~~checks ~~warrants,~~and ~~subject to certain exceptions~~balances. To Inprepare ~~addition,~~for ineventual ~~the~~compliance ~~event~~with ofSection ~~any~~404, ~~fundamental~~we ~~transaction,~~will asbe ~~described~~engaged in ~~the~~a ~~warrants~~process ~~and~~to ~~generally~~document ~~including~~and ~~any~~evaluate ~~merger~~our ~~with~~internal orcontrol ~~into~~over financial ~~another entity~~reporting, ~~sale~~which ofis ~~all~~both orcostly ~~substantially~~and ~~all~~challenging. ofIn ~~our~~this ~~assets~~regard, ~~tender~~we ~~offer~~will orneed ~~exchange~~to ~~offer,~~continue orto ~~reclassification~~dedicate ofinternal ~~our~~resources, ~~common~~engage outside ~~stock,~~consultants ~~then~~and ~~upon~~adopt ~~any~~a ~~subsequent~~detailed ~~exercise~~work ofplan ato ~~warrant,~~assess and document the ~~holder~~adequacy ~~will~~of ~~have~~internal ~~the~~control ~~right~~over financial reporting, continue steps to ~~receive~~improve ascontrol ~~alternative~~processes ~~consideration~~as appropriate, ~~for~~validate ~~each~~through ~~share~~testing ofthat ~~our~~controls ~~common~~are ~~stock~~functioning ~~that~~as ~~would~~documented ~~have~~and implement ~~been~~a ~~issuable~~continuous ~~upon~~reporting ~~such~~and ~~exercise~~improvement ~~immediately~~process ~~prior~~for tointernal ~~the~~control ~~occurrence~~over offinancial ~~such~~reporting. ~~fundamental~~Despite ~~transaction~~our efforts, ~~the~~there ~~number~~is a ofrisk ~~shares~~that ofwe ~~our~~will ~~common~~not ~~stock~~be ofable ~~the~~to ~~successor~~conclude, orwithin ~~acquiring~~the ~~corporation~~prescribed timeframe or ofat all, that our ~~company,~~internal ifcontrol itover financial reporting is ~~the~~effective ~~surviving~~as ~~corporation,~~required ~~and~~by ~~any~~Section ~~additional~~404. ~~consideration~~If ~~receivable~~we ~~upon~~identify one or asmore amaterial ~~result~~weaknesses, ofit ~~such~~could ~~transaction~~result byin aan ~~holder~~adverse ofreaction in the financial ~~number~~markets ofdue ~~shares~~to ofa ~~our~~loss ~~common~~of ~~stock~~confidence ~~for~~in ~~which~~ the ~~warrant~~reliability isof ~~exercisable~~our ~~immediately~~financial statements.

~~prior~~Anti-takeover provisions tocontained ~~such event. In addition,~~ in ~~the~~our ~~event~~certificate of aincorporation ~~fundamental~~and ~~transaction~~bylaws, weas orwell ~~any~~as ~~successor~~provisions ~~entity will be required to purchase at a holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation~~ of ~~the~~Delaware ~~fundamental transaction~~law, ~~such~~could ~~holder’s~~impair ~~warrants~~a ~~for~~takeover ~~cash in an amount equal to the value of the unexercised portion of such holder’s warrants, determined in accordance with the Black Scholes option pricing model as specified in the warrants~~attempt.

~~Rights~~Our certificate ~~as Stockholders. The warrant holders do not have the rights or privileges~~ of ~~holders~~incorporation, ofbylaws ~~our common stock~~ and ~~any~~Delaware ~~voting~~law ~~rights~~contain ~~until~~provisions ~~they~~which ~~exercise~~could ~~their~~have ~~warrants and receive shares of our common stock. After~~ the ~~issuance~~effect of ~~shares~~rendering ofmore ~~our common stock upon exercise of the warrants~~difficult, ~~each~~delaying or ~~holder~~preventing ~~will~~an beacquisition ~~entitled~~deemed toundesirable ~~one~~by ~~vote~~our ~~for~~Board ~~each share held~~ of ~~record~~Directors. onOur ~~all~~corporate ~~matters~~governance todocuments beinclude ~~voted on by stockholders.~~provisions:

~~August~~● ~~2016~~authorizing ~~Warrants~~“blank check” preferred stock, which could be issued by our Board of Directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock; ● limiting the liability of, and providing indemnification to, our directors and officers; ● controlling the procedures for the conduct and scheduling of Board of Directors and stockholder meetings; and ● providing our Board of Directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

~~The~~These provisions, ~~following~~alone ~~summary~~or ~~description~~together, ofcould ~~the~~delay ~~material~~or ~~features~~prevent ofhostile ~~the~~takeovers ~~outstanding base warrants~~ and ~~pre-funded~~changes ~~that we issued~~ in ~~August~~control ~~2016~~or ischanges ~~general and is qualified~~ in ~~its~~our ~~entirety by reference to each form of warrant, copies of which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part~~management. ~~See “Where You Can Find More Information.”~~

~~Each~~As a ~~base~~Delaware ~~warrant~~corporation, ~~represents~~we ~~the~~are ~~right~~also subject to ~~purchase~~provisions ~~one share~~ of ~~our~~Delaware ~~common~~law, ~~stock~~including atSection an203 ~~exercise price~~ of ~~$7.68~~the ~~per~~Delaware ~~share.~~General ~~Each~~Corporation law, ~~pre-funded~~which ~~warrant~~generally ~~represents~~prevents ~~the~~stockholders ~~right~~holding tomore ~~purchase~~than ~~one~~15% ~~share~~ of our outstanding common stock atfrom anengaging ~~exercise~~in ~~price~~certain ofbusiness ~~$0.40~~combinations without ~~per~~approval ~~share.~~of ~~Each warrant may be exercised after~~ the ~~date~~holders of ~~issuance~~substantially ~~through~~all ~~and~~of ~~including~~our ~~the~~outstanding ~~date~~common ~~that is five years after the date the warrant is first exercisable~~stock.

~~Exercise.~~Any provision ~~The~~of ~~warrants~~our ~~may~~certificate beof ~~exercised~~incorporation, onbylaws or ~~prior~~Delaware tolaw ~~the~~that ~~expiration~~has ~~date at~~ the ~~offices~~effect of ~~the~~delaying ~~warrant~~or ~~agent,~~deterring ~~with the delivery of~~ a ~~written~~change ~~notice~~ in ~~the~~control could ~~form~~limit ~~attached to~~ the ~~warrant~~opportunity ~~completed~~for ~~and~~our ~~executed~~stockholders asto ~~indicated,~~receive ~~accompanied~~a bypremium ~~full payment of the exercise price~~ for ~~the~~their ~~number of warrants being exercised in the form discussed below. Within three trading days, certificates representing the~~ shares of our common stock ~~purchased~~and ~~will~~could bealso ~~delivered~~affect to the price ~~warrant~~that ~~holder,~~some orinvestors atare ~~the~~willing ~~warrant holder’s request, the warrant shares will be credited~~ to ~~the~~pay ~~warrant~~for ~~holder’s~~our ~~account~~common ~~with the Depository Trust Company~~stock. ~~The warrants may be exercised in whole or in part.~~

Limitations on Exercise. A holder (together with its affiliates) may not exercise any portion of a base warrant or pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s warrants, as applicable, up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will round down to the next whole share.

Adjustment. The exercise price of the base warrants is subject to weighted-average adjustment to the exercise price if we issue or are deemed to issue additional shares of our common stock at a price per share less than the then effective exercise price. For purposes of these adjustments, dilutive issuances do not include (i) up to $15,000,000, in the aggregate, of shares of common stock issued or issuable at an effective price per share less than the exercise price then in effect pursuant to (A) our Sales Agreement with Cantor Fitzgerald & Co. or (B) any similar agreement that may be entered into while this base warrant is outstanding, (ii) securities issued pursuant to board-approved equity incentive plans; provided, however, issuances to consultants shall not exceed 25,000 shares (to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction), in the aggregate, of common stock or common stock equivalents in any twelve month period, (iii) securities issued in certain strategic transactions, and (iv) securities issued upon the exercise of warrants outstanding prior to the issuance of the base warrants and pre-funded warrants.

~~reclassification~~CAUTIONARY NOTE ofREGARDING ~~our~~FORWARD ~~common~~LOOKING stock, then upon any subsequent exercise of a warrant, the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of our common stock for which the warrant is exercisable immediately prior to such event. In addition, in the event of a fundamental transaction, we or any successor entity will be required to purchase, at a holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of the fundamental transaction, such holder’s warrants for cash in an amount equal to the value of the unexercised portion of such holder’s warrants, determined in accordance with the Black Scholes option pricing model as specified in the warrants.STATEMENTS

~~Rights~~This prospectus, asincluding ~~Stockholders.~~the ~~The~~sections ~~warrant~~entitled ~~holders~~“Prospectus doSummary,” ~~not~~“Risk ~~have~~Factors,” ~~the~~“Use ~~rights~~of orProceeds,” “Management’s ~~privileges~~Discussion ofand ~~holders~~Analysis of ~~our~~Financial ~~common~~Condition ~~stock~~ and ~~any~~Results ~~voting~~of ~~rights~~Operations,” ~~until~~and ~~they~~“Business,” contains ~~exercise~~forward-looking ~~their~~statements. ~~warrants~~The ~~and~~words ~~receive~~“believe,” ~~shares~~“may,” of“will,” ~~our~~“potentially,” “estimate,” ~~common~~“continue,” ~~stock.~~“anticipate,” ~~After~~“intend,” ~~the~~“could,” ~~issuance~~“would,” “project,” of“plan,” ~~shares~~“expect” ofand ~~our~~similar ~~common~~expressions ~~stock~~that ~~upon~~convey ~~exercise~~uncertainty of ~~the~~future ~~warrants,~~events ~~each~~or ~~holder~~outcomes are ~~will~~intended ~~be entitled~~ to ~~one~~identify ~~vote~~forward-looking ~~for~~statements. ~~each~~These ~~share~~forward-looking ~~held~~statements ofinclude, ~~record~~but onare ~~all~~not ~~matters~~limited to, bestatements ~~voted~~concerning the ~~on by stockholders.~~following:

	●	our lack of operating history;

	●	fluctuations in the trading price of our common stock;

	●	the expectation that we will incur significant operating losses for the foreseeable future and will need significant additional capital following this offering;

	●	our current and future capital requirements to support our development and commercialization efforts for our product candidates and our ability to satisfy our capital needs;

	●	our dependence on our product candidates, which are still in preclinical or early stages of clinical development;

	●	our, or that of our third-party manufacturers, ability to manufacture cGMP quantities of our product candidates as required for pre-clinical and clinical trials and, subsequently, our ability to manufacture commercial quantities of our product candidates;

	●	our ability to complete required clinical trials for our product candidates and obtain approval from the FDA or other regulatory agencies in different jurisdictions;

	●	our lack of a sales and marketing organization and our ability to commercialize our product candidates if we obtain regulatory approval;

	●	our dependence on third-parties to manufacture our product candidates;

	●	our reliance on third-party CROs to conduct our clinical trials;

	●	our ability to maintain or protect the validity of our intellectual property;

	●	our ability to internally develop new inventions and intellectual property;

	●	interpretations of current laws and the passages of future laws;

	●	acceptance of our business model by investors;

	●	the accuracy of our estimates regarding expenses and capital requirements;

	●	our ability to adequately support organizational and business growth; and

	●	the continued spread of COVID-19 and the resulting global pandemic and its impact on our preclinical studies and clinical studies.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

~~Anti~~You should not rely upon forward-~~Takeover~~looking ~~Provisions~~statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

~~Section~~You should ~~203~~read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part with the ~~Delaware~~understanding ~~General~~that ~~Corporation~~our ~~Law~~actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

WeUSE OF are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:PROCEEDS

•We estimate ~~before~~that ~~such~~the ~~date,~~net proceeds we will receive from the ~~board~~sale of ~~directors~~our ofcommon ~~the~~stock ~~corporation~~in ~~approved~~this ~~either~~offering, ~~the~~after ~~business~~deducting ~~combination~~underwriting discounts and commissions and estimated expenses payable by us, will be approximately $________ million (or $______ million if the ~~transaction~~underwriters exercise ~~that~~their ~~resulted~~option to purchase additional shares in ~~the~~full), ~~stockholder~~based ~~becoming~~on an ~~interested~~assumed ~~stockholder;~~public offering price of $________ per share.

•We currently ~~upon~~expect ~~closing~~to ofuse the ~~transaction~~net ~~that~~proceeds ~~resulted~~from inthis ~~the~~offering ~~stockholder~~for ~~becoming~~product andevelopment ~~interested stockholder~~activities, ~~the~~including ~~interested~~pre-clinical ~~stockholder~~and ~~owned~~regulatory research atand ~~least~~development ~~85%~~for ofour ~~the~~product ~~voting~~candidates ~~stock~~and offuture ~~the~~clinical ~~corporation~~trials, ~~outstanding~~and atto repay approximately $625,000 (25%) of the ~~time~~principal on the ~~transaction~~outstanding ~~began,~~convertible ~~excluding~~promissory ~~for~~note ~~purposes~~issued to one of ~~determining~~our stockholders in the ~~voting~~aggregate ~~stock~~amount ~~outstanding~~of ~~(but~~approximately ~~not~~$2,500,000 which ~~the~~we ~~outstanding~~have ~~voting~~used ~~stock~~for ~~owned~~R&D bydrug ~~the~~development, ~~interested~~our ~~stockholder)~~Brazilian ~~those~~clinical ~~shares~~trial ~~owned~~and bygeneral ~~(1)~~working ~~persons~~capital. ~~who~~The ~~are~~convertible promissory ~~directors~~note ~~and~~bears ~~also~~interest ~~officers~~at ~~and~~a ~~(2)~~rate ~~employee~~of ~~stock~~5% ~~plans~~per inannum ~~which~~and ~~employee~~matures ~~participants~~on doNovember ~~not~~24, ~~have~~2023. ~~the~~We ~~right~~anticipate tothat ~~determine~~the ~~confidentially~~combined ~~whether~~cost of ~~shares~~preclinical ~~held~~animal ~~subject~~studies toand ~~the~~clinical ~~plan~~trials ~~will~~for beboth ~~tendered~~drug candidates in athe ~~tender~~U.S orand ~~exchange~~ex-U.S ~~offer;~~will orbe approximately $18-$20 million including manufacturing costs.

•However, there oncan orbe ~~after~~no ~~such~~assurance ~~date,~~that ~~the~~these ~~business~~costs ~~combination~~will isnot ~~approved~~increase bydue ~~the~~to ~~board~~macro-economic offorces ~~directors~~ and ~~authorized~~trial atdelays anoutside ~~annual~~of orour ~~special~~control. The ~~meeting~~remainder of the ~~stockholders,~~net ~~and~~proceeds ~~not~~will bybe ~~written~~used ~~consent,~~for byworking ~~the~~capital ~~affirmative~~and ~~vote~~other ofgeneral atcorporate ~~least~~purposes, 66including ~~2/3% of~~ the ~~outstanding~~associated costs ~~voting~~of ~~stock~~operating ~~that~~as isa ~~not~~public ~~owned by the interested stockholder~~company.

InBased on ~~general~~our current projections, ~~Section~~we ~~203~~believe ~~defines~~the ~~business~~net ~~combination~~proceeds toof ~~include~~this offering will fund our operations for at least 12 months from the ~~following:~~date of this prospectus.

•We may ~~any~~also ~~merger~~use ora ~~consolidation~~portion ~~involving~~of the ~~corporation~~net ~~and~~proceeds of this offering for the ~~interested~~acquisition ~~stockholder;~~or licensing, as the case may be, of additional technologies, other assets or businesses, or for other strategic investments or opportunities, although we currently have no understandings, agreements or commitments to do so.

•Although we ~~any~~currently ~~sale,~~anticipate ~~transfer~~that we will use the net proceeds from this offering as described above, ~~pledge~~there ormay ~~other~~be ~~disposition~~circumstances where a reallocation of ~~10%~~funds oris ~~more~~necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the ~~assets~~results of our pre-clinical studies and planned clinical trials, our sales and marketing and commercialization efforts, demand for our products, our operating costs and the ~~corporation~~other ~~involving~~factors described under “Risk Factors” in this prospectus. Accordingly, our management will have flexibility in applying the ~~interested~~net ~~stockholder;~~proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

•The net ~~subject~~proceeds tofrom ~~certain~~this ~~exceptions~~offering, together with our cash and marketable securities, will not be sufficient for us to fund any ~~transaction~~of our ~~that~~product ~~results~~candidates inthrough ~~the~~regulatory ~~issuance~~approval, orand ~~transfer~~we bywill need to raise additional capital to complete the ~~corporation~~development and commercialization of ~~any~~our ~~stock~~product candidates. We estimate that we will need no less than $25 million of ~~the~~additional ~~corporation~~funding to obtain regulatory approval and achieve commercialization for our current product candidates. We can provide no assurance that we will be able to ~~the~~raise ~~interested~~such ~~stockholder;~~funds on terms that are commercially acceptable to us, if at all.

•Pending our ~~any~~use ~~transaction~~of ~~involving~~ the ~~corporation~~net ~~that~~proceeds ~~has~~from ~~the~~this ~~effect~~offering, ofwe ~~increasing~~intend ~~the~~to ~~proportionate~~invest ~~share of~~ the ~~stock~~net orproceeds ~~any~~in ~~class~~a orvariety ~~series~~ of ~~the~~capital ~~corporation~~preservation ~~beneficially~~investments, including ~~owned~~short-term, byinvestment-grade, ~~the~~interest-bearing ~~interested~~instruments ~~stockholder;~~and orU.S. government securities.

• the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 350 Indiana Street, Suite 750, Golden, Colorado 80401. Its phone number is (303) 262-0600.

Listing on the NYSE MKT

Our common stock is listed on the NYSE MKT under the symbol “IMUC." We intend to apply to list the base warrants on the NYSE MKT following their issuance under the symbol “IMUC.WS.B.” We do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the warrants will be limited.

~~DESCRIPTION OF THE RIGHTS OFFERING~~DIVIDEND POLICY

We have ~~are~~never ~~offering~~declared or paid any cash dividends on our common stock. We intend to ~~the~~retain ~~record~~future ~~holders~~earnings, ~~and~~if any, to ~~holders~~finance the operation and expansion of ~~certain~~our ~~outstanding~~business ~~warrants~~and ~~who~~do ~~are~~not ~~entitled~~anticipate topaying ~~participate~~any cash dividends in ~~this~~the ~~offering~~foreseeable ~~pursuant~~future. toInvestors should not purchase our common stock with the ~~terms~~expectation of ~~such~~receiving ~~warrants,~~cash atdividends. noAny ~~charge,~~future ~~Subscription~~determination ~~Rights~~related to ~~purchase Units~~our atdividend apolicy ~~Subscription~~will ~~Price~~be ofmade at ~~$ .~~the ~~Each~~discretion ~~Unit~~of ~~consists~~our Board of ~~(i)~~Directors ~~one~~after ~~share~~considering our financial condition, results of ~~our~~operations, ~~common~~capital ~~stock~~requirements, business prospects and ~~(ii)~~ other factors our Board of aDirectors ~~base~~deems ~~warrant~~relevant, and subject to ~~purchase~~the ~~one~~restrictions ~~share~~contained ofin ~~our~~any ~~common~~future ~~stock~~financing instruments.

For certain investors whose purchase of shares of our common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock following the consummation of this offering, such investors may elect to purchase, in lieu of the shares of our common stock underlying the Units that would result in ownership in excess of 4.99%, pre-funded warrants to purchase shares of our common stock. The Subscription Price per Unit for any such electing investors will be reduced to $ (which equals the Subscription Price for the other Units sold in the Rights Offering, less the $ exercise price for each pre-funded warrant).

The Subscription Rights

We are distributing to the record holders and to holders of certain outstanding warrants who are entitled to participate in this offering pursuant to the terms of such warrants, at no charge, non-transferable Subscription Rights to purchase one Unit at a subscription price of $ per Unit. Each Basic Subscription Right will entitle you to purchase share of our common stock and base warrant for the purchase of one additional share of our common stock at an exercise price of $ per share, % of the per Unit price, from the date of issuance through its expiration on , 2022. Each record holder will receive Subscription Right(s) for each whole share of our common stock owned by such record holder as of the Record Date. Each holder of an outstanding participating warrant will receive Subscription Right(s) for each whole share of our common stock as if each of such participating warrants had been exercised immediately prior to the record date for the Rights Offering. Each Subscription Right entitles the record holder or holder of a participating warrant to a Basic Subscription Right and an Over-Subscription Privilege.

Basic Subscription Rights. Your Basic Subscription Rights will entitle you to purchase shares of our common stock and base warrants to purchase one share of our common stock at the exercise price described elsewhere in this prospectus. For example, if you owned 100 shares of common stock as of the Record Date, you will receive 100 Subscription Rights and will have the right to purchase shares of our common stock and base warrants to purchase shares of our common stock for $ per whole Unit, or a total payment of $ . You may exercise all or a portion of your Basic Subscription Rights, or you may choose not to exercise any of your Basic Subscription Rights. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

Over-Subscription Privilege. If you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege. Subject to proration, if applicable, we will seek to honor the Over-Subscription Privilege requests in full. If Over-Subscription Privilege requests exceed the number of Units available, however, we will allocate the available Units pro rata among the record holders and participating warrant holders exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock each of those record holders owned or the number of shares underlying participating warrants held by each of those warrant holders on the Record Date, relative to the number of shares owned or underlying participating warrants on the Record Date by all record holders and warrant holders exercising the Over-Subscription Privilege. If this pro rata allocation results in any record holder or warrant holder receiving a greater number of Units than the record holder or warrant holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder or warrant holder will be allocated only that number of Units for which the record holder or warrant holder oversubscribed, and the remaining Units will be allocated among all other record holders and warrant holders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.

Computershare Trust Company, N.A., the Subscription Agent for the Rights Offering, will determine the over-subscription allocation based on the formula described above.

To the extent the aggregate subscription payment of the actual number of unsubscribed Units available to you pursuant to the Over-Subscription Privilege is less than the amount you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without interest or penalty, as soon as practicable after expiration of the Rights Offering.

We can provide no assurances that you will actually be entitled to purchase the number of Units issuable upon the exercise of your Over-Subscription Privilege in full at the expiration of the Rights Offering. We will not be able to satisfy any requests for Units pursuant to the Over-Subscription Privilege if all of our shareholders and participating warrant holders exercise their Basic Subscription Rights in full, and we will only honor an Over-Subscription Privilege to the extent sufficient Units are available following the exercise of Basic Subscription Rights.CAPITALIZATION

~~Common~~The following ~~Stock~~table sets forth our cash and our capitalization as of March 31, 2022:

~~The~~● ~~material~~on ~~terms~~an ~~and~~actual ~~provisions~~basis; ~~of our common stock~~ and ~~each other class of our securities which qualifies or limits our common stock are described under the caption “Description of Capital Stock” in this prospectus.~~

~~Warrants~~● on an as adjusted basis, giving effect to our issuance and sale of __________ shares of our common stock in this offering based on an assumed public offering price of $_______ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

~~The~~We derived ~~following~~this ~~summary~~table offrom, ~~certain~~and ~~terms~~it should be read in conjunction with and ~~provisions~~is ofqualified ~~warrants~~in ~~that~~its ~~are~~entirety ~~being~~by ~~offered~~reference ~~hereby~~to, ~~including~~our ~~the~~historical ~~pre-funded~~financial statements ~~warrants~~ and the ~~base~~accompanying ~~warrants~~notes ~~being~~included ~~offered~~elsewhere ~~together~~in ~~with~~this ~~our~~prospectus. ~~common~~You ~~stock~~should ~~and~~read the ~~pre-funded~~following ~~warrants,~~table istogether ~~not~~with ~~complete~~our ~~and~~financial statements ~~is subject to,~~ and ~~qualified~~the inrelated ~~its~~notes ~~entirety~~appearing ~~by,~~at the ~~provisions~~end of ~~the~~this ~~base~~prospectus ~~warrant~~ and the ~~pre-funded~~“Management’s ~~warrant,~~Discussion ~~the~~and ~~forms~~Analysis of Financial ~~which~~Condition ~~are~~and ~~filed~~Results asof ~~exhibits~~Operations” tosection ~~the registration statement~~ of ~~which~~ this prospectus ~~forms a part~~. WeOn ~~refer~~December in1, ~~this~~2021, ~~section~~we tocompleted the ~~warrants~~acquisition ~~offered~~of EOM ~~together~~Pharmaceuticals, ~~with~~Inc. ~~our~~The ~~common~~transaction ~~stock~~was ~~and~~accounted ~~the~~for ~~pre-funded warrants~~ as ~~the~~a ~~base~~reverse ~~warrants~~merger, ~~and~~with weEOM ~~refer~~Pharmaceuticals, toInc. ~~the~~deemed ~~pre-funded~~to ~~warrants~~be ~~and~~ the ~~base~~accounting acquirer ~~warrants~~and ~~together~~ImmunoCellular asTherapeutics ~~the Warrants~~Ltd. ~~Prospective~~deemed ~~investors~~to ~~should~~be ~~carefully review~~ the ~~terms~~legal ~~and~~acquirer. ~~provisions~~Accordingly, ofthis ~~the~~table ~~forms~~reflects ~~of warrants for a complete description of~~ the ~~terms~~historical ~~and~~financial data ~~conditions~~ of ~~the~~EOM ~~warrants~~Pharmaceuticals, Inc.

Duration and Exercise Price. Each base warrant offered hereby will have an exercise price of $ per share, which is equal to the last reported sale price of our common stock as of the close of the trading day immediately preceding the pricing of this offering. Each pre-funded warrant offered hereby will have an exercise price of $ per share. The base warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The pre-funded warrants will be immediately exercisable and will expire on the tenth anniversary of the original issuance date, subject to a 90-day extension if, on the expiration date, the holder's exercise in full would cause the holder to own more than the maximum percentage ownership allowed under the terms of the pre-funded warrant. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The base warrants will be issued separately from the common stock and pre-funded warrants, and all of the Warrants may be transferred separately immediately thereafter. A base warrant to purchase of a share of our common stock will be issued for every one share sold in this offering.

	As of March, 31
	2022
	Actual			As Adjusted
Cash	$	933,148

Non-Current Liabilities		2,775,664

Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding actual; no shares issued and outstanding as adjusted as of March 31, 2022		-			-
Common stock, $0.0001 par value, 500,000,000 authorized, 113,270,751 issued and outstanding actual; shares issued and outstanding as adjusted as of March 31, 2022		11,327
Additional paid-in capital		4,974,842
Accumulated deficit		(7,387,302	)
Total Shareholders’ Equity (Deficit)		(2,401,133	)
Total Capitalization	$	374,531		$

Exercisability. The base warrants and pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise Except as ~~discussed~~otherwise ~~below).~~indicated A holder (together with its affiliates) may not exercise any portion of a base warrant or pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding common stock after exerciseherein, ~~except~~all ~~that~~information upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s Warrants, as applicable, up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in ~~accordance~~this ~~with~~prospectus ~~the terms of the Warrants. No fractional shares of common stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will round down to the next whole share.~~assumes:

Cashless Exercise. If, at the time a holder exercises its Warrant, there is no effective registration statement registering, or the prospectus contained therein is not available for an issuance of the shares underlying the Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrant.

	●	a 1-for-__ reverse stock split of our common stock; and

	●	no exercise of the outstanding options or warrants described above.

Fundamental Transactions. In the event of any fundamental transaction, as described in the warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our common stock, then upon any subsequent exercise of a Warrant, the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of our common stock for which the Warrant is exercisable immediately prior to such event. In addition, in the event of a fundamental transaction, we or any successor entity will be required to purchase, at a holder’s option, exercisable at any time concurrently with or within thirty (30) days after the consummation of

the fundamental transaction, such holder’s Warrants for cash in an amount equal to the value of the unexercised portion of such holder’s Warrants, determined in accordance with the Black Scholes option pricing model as specified in the Warrants.DILUTION

~~Transferability. Subject~~If you toinvest ~~applicable~~in ~~laws~~our ~~and~~common ~~the~~stock ~~restriction on transfer set forth~~ in ~~the~~this ~~Warrant~~offering, ~~the~~your ~~Warrant~~ownership ~~may~~interest will be ~~transferred~~diluted atimmediately to the ~~option~~extent of the ~~holder~~difference between ~~upon~~the ~~surrender~~public offering price per share of our common stock and the ~~Warrant~~as toadjusted usnet ~~together~~tangible ~~with~~book ~~the~~value ~~appropriate~~per ~~instruments~~share of ~~transfer~~our common stock immediately after this offering.

~~Listing. We~~Dilution results ~~have~~from ~~applied~~the tofact ~~list~~that the ~~base~~public ~~warrants~~offering onprice ~~the~~per ~~NYSE~~share ~~MKT~~is ~~following~~substantially ~~their~~in ~~issuance~~excess ~~under~~of the ~~symbol~~book ~~“IMUC.WS.B.” However,~~value noper ~~assurance~~share ~~can~~attributable beto the ~~given~~existing ~~that~~stockholders ~~an active trading market~~ for the ~~base~~presently ~~warrants~~outstanding ~~will~~shares ~~develop~~of ~~and~~common ~~continue~~stock. InWe ~~addition,~~calculate wenet dotangible ~~not~~book ~~intend~~value toper ~~apply~~share ~~for~~by dividing the ~~listing~~net oftangible ~~the~~book ~~pre-funded~~value ~~warrants~~(total ontangible ~~any~~assets ~~national~~less ~~securities~~total ~~exchange.~~liabilities) ~~Without~~by ~~an active trading market,~~ the ~~liquidity~~number of ~~the~~outstanding ~~Warrants~~shares ~~will~~of becommon ~~limited~~stock.

~~Right~~Our historical asnet atangible ~~Stockholder. Except~~book value as ~~otherwise~~of ~~provided~~March in31, ~~the~~2022 ~~Warrants~~was $(2,126,868), or by$(0.02) ~~virtue~~per share of ~~such~~our ~~holder’s~~common stock. ~~ownership~~Our ofhistorical ~~shares~~net oftangible ~~our~~book ~~common~~value ~~stock,~~is the ~~holders~~amount of ~~the~~our ~~Warrants~~total dotangible ~~not~~assets ~~have~~less ~~the~~our ~~rights~~total orliabilities. Historical ~~privileges~~net oftangible ~~holders~~book ofvalue per share represents our ~~common~~historical ~~stock,~~net ~~including~~tangible ~~any~~book ~~voting~~value ~~rights~~deficit divided by the 113,270,751 shares ~~until~~of ~~they~~our ~~exercise~~common ~~their~~stock ~~Warrants~~outstanding as of March 31, 2022.

~~Waivers~~After giving ~~and~~effect ~~Amendments. Subject~~ to ~~certain~~the ~~exceptions~~receipt of the estimated net proceeds from our sale of shares of common stock in this offering, ~~any~~based ~~term~~on an assumed public offering price of ~~the~~$___________ ~~Warrants~~per ~~may~~share, beafter ~~amended~~deducting orestimated ~~waived~~underwriting ~~with~~discounts and commissions and estimated offering expenses payable by us, our ~~written~~as ~~consent~~adjusted ~~and~~net ~~the~~tangible ~~written~~book ~~consent~~value ofat ~~the~~March ~~holders~~31, 2022 would have been approximately $________, or $_____ per share. This represents an immediate increase in net tangible book value per share of at$_______ ~~least~~to aexisting ~~majority~~stockholders and an immediate decrease in net tangible book value per share of ~~the~~$______ ~~then-outstanding~~to ~~Warrants~~you. The following table illustrates this dilution on a per share basis to new investors:

~~Limitation~~Assumed onpublic ~~the~~offering ~~Purchase~~price per share Historical net tangible book value deficit per share as of ~~Units~~March 31, 2022 Increase in net tangible book value per share attributable to this offering As adjusted net tangible book value per share after this offering Dilution per share to new investors purchasing common stock in this offering

Filing Compare · EOM Pharmaceutical Holdings, Inc.