MCET / MultiCell Technologies, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

MultiCell Technologies, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 811779
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MultiCell Technologies, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2019 SC 13G/A

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv513409sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriat

February 14, 2018 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 14, 2017 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) DECEMBER 31ST, 2016 (Date

January 13, 2017 15-12G

MultiCell Technologies 2G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Exact name of registrant as specifi

September 26, 2016 EX-99.1

The MCIT Presentation by MultiCell Immunotherapeutics, Inc. was released on September 26, 2016.

MultiCell Technologies: Exhibit 99.1 - Filed by newsfilecorp.com

September 26, 2016 8-K

Other Events

MultiCell Technologies: Form 8K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2016 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or othe

February 16, 2016 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) DECEMBER 31ST, 2015 (Date

October 15, 2015 10-Q

Quarterly Report - FORM 10-Q

10-Q 1 s10195910q.htm FORM 10-Q U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2015. or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-1

July 16, 2015 10-Q

Quarterly Report - FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2015. or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc. (

July 16, 2015 NT 10-Q

MultiCell Technologies NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-000000 NOTIFICATION OF LATE FILING (Check One): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

April 14, 2015 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-Q _________________

10-Q 1 v40641310q.htm FORM 10-Q U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2015. or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001

April 14, 2015 EX-10.1

RESEARCH AGREEMENT

EX-10.1 4 v406413ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 RESEARCH AGREEMENT This RESEARCH AGREEMENT (the “Agreement”), effective as of March 10, 2015 (the “Effective Date”), is made by and between Oxis Biotech, Inc., a Delaware corporation, having a place of business at 1407 North Beverly Drive, Beverly Hills, CA 90210 (“OXIS”) and MultiCell Immunotherapeutics, Inc., a Delaware corporation, having a

April 14, 2015 EX-3.13

EX-3.13

EX-3.13 2 v406413ex3-13.htm EXHIBIT 3.13 Exhibit 3.13

April 14, 2015 EX-3.14

EX-3.14

EX-3.14 3 v406413ex3-14.htm EXHIBIT 3.14 Exhibit 3.14

April 14, 2015 EX-10.2

LICENSE AGREEMENT

Exhibit 10.2 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”), effective as of March 10, 2015 (the “Effective Date”), is made by and between Oxis Biotech, Inc., a Delaware corporation, having a place of business at 1407 North Beverly Drive, Beverly Hills, CA 90210 (“OXIS”) and MultiCell Immunotherapeutics, Inc., a Delaware corporation, having a place of business at 68 Cumberland Street,

March 13, 2015 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2015 MULTICELL TECHNOLOGIES, INC.

March 13, 2015 EX-99.1

MULTICELL IMMUNOTHERAPEUTICS AND OXIS BIOTECH SIGN ANTIBODY-DRUG CONJUGATE R&D, PRODUCT LICENSE AND COMMERCIALIZATION AGREEMENT

Exhibit 99.1 MULTICELL IMMUNOTHERAPEUTICS AND OXIS BIOTECH SIGN ANTIBODY-DRUG CONJUGATE R&D, PRODUCT LICENSE AND COMMERCIALIZATION AGREEMENT WOONSOCKET, RI / March 12, 2015 / PRNewswire / MultiCell Immunotherapeutics, Inc. (MCIT), a majority owned subsidiary of MultiCell Technologies, Inc. [OTC: MCET] announced today it has signed a research & development and product license agreement with Oxis Bi

March 13, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 v4044648-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2015 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdictio

March 2, 2015 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Xenogenics Corporation, a Nevada corporation (95.3% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (85.1% owned)

March 2, 2015 EX-10.15

AMENDMENT NO. 4 TO FORECLOSURE SALE AGREEMENT

Exhibit 10.15 AMENDMENT NO. 4 TO FORECLOSURE SALE AGREEMENT This Amendment No. 4 to the FORECLOSURE SALE AGREEMENT (hereinafter ?Amendment No. 4?) is entered into as of October 3, 2014 by and among Venture Lending & Leasing IV, Inc. (?VLL4?), Venture Lending & Leasing V, Inc. (?VLL5?), Silicon Valley Bank (?SVB?) and Xenogenics Corporation, a Nevada corporation (?Purchaser?). VLL4, VLL5 and SVB ar

March 2, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v40191010k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2014 ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10

February 17, 2015 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) DECEMBER 31ST, 2014 (Date

February 10, 2015 DEFA14A

MCET / MultiCell Technologies, Inc. DEFA14A - - FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Definitive Proxy State

February 4, 2015 DEFA14A

MCET / MultiCell Technologies, Inc. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Definitive Proxy State

January 23, 2015 DEFA14A

MCET / MultiCell Technologies, Inc. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Definitive Proxy State

December 12, 2014 DEF 14A

MCET / MultiCell Technologies, Inc. DEF 14A - - DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) x Definitive Proxy State

December 2, 2014 PRE 14A

MCET / MultiCell Technologies, Inc. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Definitive Proxy State

October 15, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2014. or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc

July 15, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2014. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc. (Exa

April 14, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2014. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

February 28, 2014 EX-21.1

List of Subsidiaries

EX-21.1 4 v367480ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries Xenogenics Corporation, a Nevada corporation (95.3% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (67% owned)

February 28, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3702218k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2014 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jur

February 28, 2014 EX-10.1

EX-10.1

v370221ex10-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

February 28, 2014 10-K

About MultiCell Technologies, Inc.

10-K 1 v36748010k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2013 ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10

February 28, 2014 EX-10.13

SPONSORED RESEARCH AGREEMENT

Exhibit 10.13 **Confidential Treatment Requested Confidential Treatment Requested Under 17 C.F.R. ?? 200.80(b)(4) and 17 C.F.R. 24b-2 SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement is made as of the 27th day of September 2013 (?Effective Date?) by and between the following parties: UNIVERSITY HEALTH NETWORK An Ontario not-for-profit corporation incorporated under the University Hea

February 28, 2014 EX-10.15

ADDENDUM 2 TO CONVERTIBLE DEBENTURE AND EQUITY INVESTMENT AGREEMENT

ADDENDUM 2 TO CONVERTIBLE DEBENTURE AND EQUITY INVESTMENT AGREEMENT This Addendum to Convertible Debenture and Equity Investment Agreement is being entered into this 20th day of February, 2014, by and between MultiCell Technologies, Inc.

February 13, 2014 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) DECEMBER 31ST, 2013 (Date

November 21, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 15, 2013 MULTICELL TECHNOLOGIES, INC.

October 15, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 v35591110q.htm QUARTERLY REPORT U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2013. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0

October 15, 2013 EX-10.1

AMENDMENT NO. 3 TO FORECLOSURE SALE AGREEMENT

EXHIBIT 10.1 AMENDMENT NO. 3 TO FORECLOSURE SALE AGREEMENT This Amendment No. III to the FORECLOSURE SALE AGREEMENT (this ?Amendment No. 3?) is entered into as of October 11, 2013 by and among Venture Lending & Leasing IV, Inc. (?VLL4?), Venture Lending & Leasing V, Inc. (?VLL5?), Silicon Valley Bank (?SVB?) and Xenogenics Corporation, a Nevada corporation (?Purchaser?). VLL4, VLL5 and SVB are som

October 8, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) x Definitive Proxy State

October 3, 2013 EX-99.1

MultiCell Technologies Expands Scope of Research Agreement for the Treatment of Liver Cancer

Exhibit 99.1 MultiCell Technologies Expands Scope of Research Agreement for the Treatment of Liver Cancer WOONSOCKET, R.I., October 2, 2013 /PRNewswire/ - MultiCell Technologies, Inc. (OTC Bulletin Board: MCET.OB) is pleased to announce the signing of a new sponsored research agreement with Anand Ghanekar, M.D., Ph.D, of the University Health Network’s Toronto General Hospital expanding the scope

October 3, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2013 MULTICELL TECHNOLOGIES, INC.

September 26, 2013 PRE 14A

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Definitive Proxy State

September 12, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2013 MULTICELL TECHNOLOGIES, INC.

September 12, 2013 EX-16.1

September 12, 2013

EXHIBIT 16.1 September 12, 2013 Securities and Exchange Commission 450 5th Street NW Washington, DC 20549 Ladies and Gentlemen: We have read the statements of MultiCell Technologies, Inc., included under Item 4.01 of Form 8-K, with respect to this firm’s resignation as the registered independent accounting firm of MultiCell Technologies, Inc. that occurred on September 8, 2013. We agree with the s

August 14, 2013 8-K

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2013 MULTICELL TECHNOLOGIES, INC.

August 6, 2013 EX-99.1

MultiCell Technologies and Genisphere Evaluate Targeted Delivery of MCT-485, a Noncoding miRNA for the Treatment of Cancer

MultiCell Technologies and Genisphere Evaluate Targeted Delivery of MCT-485, a Noncoding miRNA for the Treatment of Cancer WOONSOCKET, R.

August 6, 2013 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2013 MULTICELL TECHNOLOGIES, INC.

July 12, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2013. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc. (Exa

April 15, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2013. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

February 28, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v33369210k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2012 ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10

February 28, 2013 EX-3.12

CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC.

CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC. WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: The name of the corporation is MultiCell Technologies, Inc. SECOND: Its registered office in the State of Delaware is t

February 28, 2013 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Xenogenics Corporation, a Nevada corporation (95.3% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (67% owned)

February 13, 2013 SC 13G

MCET / MultiCell Technologies, Inc. / LA JOLLA COVE INVESTORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) DECEMBER 31ST, 2012 (Date

October 25, 2012 EX-10.1

AMENDMENT NO. 2 TO FORECLOSURE SALE AGREEMENT

AMENDMENT NO. 2 TO FORECLOSURE SALE AGREEMENT This Amendment No. II to the FORECLOSURE SALE AGREEMENT (this “Amendment No. 2”) is entered into as of October 23, 2012 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics Corporation, a Nevada corporation (“Purchaser”). VLL4, VLL5 and SVB are sometimes referre

October 25, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2012 MULTICELL TECHNOLOGIES, INC.

October 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2012 MULTICELL TECHNOLOGIES, INC.

October 24, 2012 EX-10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”), is entered into by and between MultiCell Technologies, Inc.

October 24, 2012 EX-99.1

Grant G. Miller Joins Board of MultiCell Technologies

Grant G. Miller Joins Board of MultiCell Technologies SAN DIEGO, October 22, 2012 /PRNewswire/ - MultiCell Technologies, Inc. (MCET.OB), a clinical-stage biopharmaceutical company, has added Grant G. Miller to its board of directors. Mr. Miller will replace Mr. Altig who will be stepping down to allow for this appointment. Mr. Miller received his B.A. from Loma Linda University in Riverside, CA an

October 15, 2012 EX-3.11

EX-3.11

October 15, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2012. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc. (

September 6, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2012 MULTICELL TECHNOLOGIES, INC.

September 6, 2012 EX-99.1

Scott Lukeman, Ph.D., Joins Board of MultiCell Technologies

Scott Lukeman, Ph.D., Joins Board of MultiCell Technologies SAN DIEGO, September 6, 2012 /PRNewswire/ - MultiCell Technologies, Inc. (MCET.OB), a clinical-stage biopharmaceutical company, has added Scott Lukeman, Ph.D., to its board of directors. Dr. Lukeman received his Ph.D. in Pharmacology/Cellular and Molecular Biology from the University of Miami, after earning a B.A. in Natural Sciences from

August 13, 2012 EX-3.01

EXHIBIT 3.01 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC.

EXHIBIT 3.01 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC. MultiCell Technologies, inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), Does Hereby Certify: First: The name of the Corporation is MultiCell Technologies, Inc. Second: The date of filing of its

August 13, 2012 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 v3212638-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2012 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdicti

July 16, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2012. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

July 16, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act Of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

June 27, 2012 PRE 14A

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act Of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 16, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 29, 2012. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

February 28, 2012 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries MCT Rhode Island Corp., a Rhode Island corporation (wholly owned) Xenogenics Corporation, a Nevada corporation (95.3% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (67% owned)

February 28, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v30236110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2011 ¨ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10221 MultiCel

December 30, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

October 17, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2011. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, In

October 6, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v2366048k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2011 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other ju

October 6, 2011 EX-10.1

EX-10.1

August 19, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2011 MULTICELL TECHNOLOGIES, INC.

August 19, 2011 EX-10.1

EX-10.1

July 15, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2011. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

July 13, 2011 EX-3.01

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

EX-3.01 2 v228552ex3-1.htm CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATI CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC. MultiCell Technologies, inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), Does Hereby Certify: First:

July 13, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 v2285528k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2011 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdi

July 13, 2011 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MultiCell Technologies, Inc.

July 13, 2011 EX-10.1

Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amend

Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amended by the Board of Directors on June 25, 2009 Approved by the Stockholders on june 25, 2009 Amended by the Board of Directors on May 18, 2010 Approved

July 11, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 v2282058k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2011 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdiction of incorp

July 11, 2011 EX-99.1

MULTICELL AND UNIVERSITY HEALTH NETWORK WILL EVALUATE TWO POTENTIAL THERAPIES FOR LIVER CANCER TREATMENT

PRESS RELEASE MULTICELL AND UNIVERSITY HEALTH NETWORK WILL EVALUATE TWO POTENTIAL THERAPIES FOR LIVER CANCER TREATMENT WOONSOCKET, RI, July 11, 2011 /PRNewsWire/ ? MultiCell Technologies, Inc.

July 11, 2011 EX-10.1

EX-10.1

EX-10.1 2 v228205ex10-1.htm

June 15, 2011 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MultiCell Technologies, Inc.

June 15, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

June 15, 2011 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MultiCell Technologies, Inc.

June 8, 2011 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

June 6, 2011 CORRESP

June 6, 2011

June 6, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 26, 2011 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 v223746pre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

April 20, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 10, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

April 14, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 28, 2011. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

March 3, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v21332410k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2010 ¨ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10221 MultiCell Technolo

March 3, 2011 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries MCT Rhode Island Corp., a Rhode Island corporation (wholly owned) Xenogenics Corporation, a Nevada corporation (95.3% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (67% owned)

February 28, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 0-16354 CUSIP Number: 625 44S 20 (Check One): x Form 10-KSB o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: November 30, 2010 x Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition R

January 3, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 10, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

November 16, 2010 AW

MultiCell Technologies, Inc. November 15, 2010

MultiCell Technologies, Inc. November 15, 2010 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Registration Statement on Form SB-2 (File No. 333-124873) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Mu

November 16, 2010 AW

MULTICELL TECHNOLOGIES, INC. November 15, 2010

MULTICELL TECHNOLOGIES, INC. November 15, 2010 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Registration Statement on Form SB-2 (File No. 333-137850) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (th

November 15, 2010 RW WD

November 15, 2010

November 15, 2010 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attenion: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Application For Withdrawal of the Withdrawal Request filed on November 10, 2010 (for the withdrawal of the Company?s Registration Statement on Form SB-2, file number 333-124873 (the ?Registration Statement?)) for t

November 15, 2010 RW WD

November 15, 2010

November 15, 2010 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attenion: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Application For Withdrawal of the Withdrawal Request filed on November 10, 2010 (for the withdrawal of the Company’s Post-Effective Amendment filed on May 9, 2008 (the “Post-Effective Amendment”) to the Registratio

November 10, 2010 RW

MultiCell Technologies, Inc. November 10, 2010

MultiCell Technologies, Inc. November 10, 2010 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Registration Statement on Form SB-2 (File No. 333-124873) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Mu

November 10, 2010 RW

MultiCell Technologies, Inc. November 10, 2010

MultiCell Technologies, Inc. November 10, 2010 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Russell Mancuso Mary Beth Breslin Re: MultiCell Technologies, Inc. Registration Statement on Form SB-2 (File No. 333-137850) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (th

November 8, 2010 EX-99.1

MultiCell Technologies Receives $733,437 Cash Grant Award Under U.S. Government's Qualifying Therapeutic Discovery Project Program

Exhibit 99.1 MultiCell Technologies Receives $733,437 Cash Grant Award Under U.S. Government's Qualifying Therapeutic Discovery Project Program WOONSOCKET, R.I., Nov. 2, 2010 /PRNewswire/ - MultiCell Technologies, Inc. (OTC Bulletin Board: MCET.OB) announces it has received cash grant awards under the U.S. government's Qualifying Therapeutic Discovery Project ("QTDP") program. The QTDP program was

November 8, 2010 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2010 MULTICELL TECHNOLOGIES, INC.

October 20, 2010 EX-10.3

SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

EX-10.3 16 v199271ex10-3.htm SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (this "Agreement") is made as of October 14, 2010, by and among Xenogenics Corporation, a Nevada corporation (the "Company"), and the Multicell Technologies, Inc., a Delaware corporation (the "Purchaser"). RECITALS WHEREAS, effective September 30, 2010,

October 20, 2010 EX-99.1

MULTICELL’S MAJORITY OWNED SUBSIDIARY ACQUIRES BIOABSORBABLE INTERVENTIONAL CARDIOLOGY STENT ASSETS

EX-99.1 18 v199271ex99-1.htm PRESS RELEASE MULTICELL’S MAJORITY OWNED SUBSIDIARY ACQUIRES BIOABSORBABLE INTERVENTIONAL CARDIOLOGY STENT ASSETS WOONSOCKET, RI, October 19, 2010 /PRNewsWire/ — MultiCell Technologies, Inc. (OTC Bulletin Board MCET – News) and its majority owned subsidiary, Xenogenics Corporation, are pleased to announce the acquisition of the Ideal™ BioStent assets by Xenogenics Corp

October 20, 2010 EX-10.2

FORECLOSURE SALE AGREEMENT

EX-10.2 3 v199271ex10-2.htm FORECLOSURE SALE AGREEMENT This FORECLOSURE SALE AGREEMENT (the “Agreement”) is entered into as of September , 2010 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics Corporation, a Nevada corporation (“Purchaser”). VLL4, VLL5 and SVB are sometimes referred to hereinafter colle

October 20, 2010 8-K

Completion of Acquisition or Disposition of Assets

8-K 1 v1992718k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2010 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdiction of i

October 20, 2010 EX-24.1

LIMITED POWER OF ATTORNEY

EX-24.1 17 v199271ex24-1.htm Exhibit 24.1 LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints Anthony Altig the undersigned's true and lawful attorney-in-fact to execute for and on behalf of the undersigned, in the undersigned's capacity as Chief Executive Officer and Chief Financial Officer of Multicell Technologies, Inc. (the "Company") any document necessary in the ordinar

October 20, 2010 EX-10.1

EXCLUSIVE LICENSE AGREEMENT XENOGENICS CORPORATION RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY

EX-10.1 2 v199271ex10-1.htm EXCLUSIVE LICENSE AGREEMENT Between XENOGENICS CORPORATION And RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY Xenogenics Rutgers 1 EXCLUSIVE LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of September 30, 2010, (the “Effective Date”) by and between RUTGERS, THE STATE UNIVERSITY, having its statewide Office of Technology Commercializa

October 12, 2010 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

10-Q 1 v19873010q.htm U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2010. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 Mult

September 1, 2010 EX-10.1

Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amend

EX-10.1 3 v195818ex10-1.htm Exhibit 10.1 Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amended by the Board of Directors on June 25, 2009 Approved by the Stockholders on june 25, 2009 Amended by the Bo

September 1, 2010 EX-3.1

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

EX-3.1 2 v195818ex3-1.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF MULTICELL TECHNOLOGIES, INC. Multicell Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1. The name of the Corporation is Multicell Technologies, Inc. The

September 1, 2010 8-K

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

8-K 1 v1958188k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2010 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdiction of inco

July 15, 2010 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2010. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

April 26, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2010 MULTICELL TECHNOLOGIES, INC.

April 26, 2010 EX-99.1

MULTICELL TECHNOLOGIES IS GRANTED EUROPEAN PATENT FOR THE TREATMENT OF CANCER

EXHIBIT 99.1 PRESS RELEASE MULTICELL TECHNOLOGIES IS GRANTED EUROPEAN PATENT FOR THE TREATMENT OF CANCER WOONSOCKET, RI, April 26, 2010 /PRNewsWire/ ? MultiCell Technologies, Inc. (OTC Bulletin Board MCET ? News) announced today that it has been granted a European patent (EP 1539819B1) covering certain of its therapeutic candidates for the treatment of cancer. Increasing evidence suggests that the

April 14, 2010 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 28, 2010. o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

March 1, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 26, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2009. ¨ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-10221 MultiCell Technologies, Inc. (Exact nam

February 26, 2010 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries MCT Rhode Island Corp., a Rhode Island corporation (wholly owned) Xenogenics Corporation, a Nevada corporation (56.4% owned) MultiCell Immunotherapeutics, Inc., a Delaware corporation (67% owned)

October 14, 2009 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2009. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, In

September 21, 2009 S-8

As filed with the Securities and Exchange Commission on September 21, 2009

As filed with the Securities and Exchange Commission on September 21, 2009 Registration No.

September 21, 2009 EX-4.1

Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amend

EXHIBIT 4.1 Multicell Technologies, Inc. 2004 Equity Incentive Plan Adopted by the Board of Directors on March 3, 2004 Approved by Stockholders on June 16, 2004 Amended by the Board of Directors on March 4, 2005 Approved by the Stockholders on May 18, 2005 Amended by the Board of Directors on June 25, 2009 Approved by the Stockholders on june 25, 2009 Termination Date: March 2, 2014 1. Purposes. (

August 7, 2009 CORRESP

* * * * *

August 7, 2009 Via EDGAR & Overnight Delivery United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 7, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) (X) Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2008. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE (State or other jurisdiction of incorporation or

August 7, 2009 10-Q/A

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 28, 2009. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 Mult

July 15, 2009 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2009. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc.

April 20, 2009 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 28, 2009. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

March 19, 2009 EX-99.1

MULTICELL TECHNOLOGIES SIGNS LIVER STEM CELL R&D AGREEMENT TO DEVELOP PRODUCTS FOR THE STUDY OF LIVER CANCER

PRESS RELEASE MULTICELL TECHNOLOGIES SIGNS LIVER STEM CELL R&D AGREEMENT TO DEVELOP PRODUCTS FOR THE STUDY OF LIVER CANCER WOONSOCKET, RI, March 19, 2009 /PRNewsWire/ ? MultiCell Technologies, Inc.

March 19, 2009 EX-10.1

request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. Omitted portions have been filed separately with the Securities and Exchange COOPERATIVE RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

March 19, 2009 8-K

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2009 MULTICELL TECHNOLOGIES, INC.

March 16, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2008. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE 52-1412493 (State or other jurisdiction of (IRS Employer Identification

January 22, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 14, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 6)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 6) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

October 14, 2008 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2008. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

July 15, 2008 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

10QSB 1 v11989710qsb.htm U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2008. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 Mu

May 22, 2008 10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2007. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE 52-1412493 (State or other jurisdiction of incorporation or organizat

May 12, 2008 RW

MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008

RW 1 v113520rw.htm MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008 BY EDGAR AND OVERNIGHT MAIL U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549 Attn: Mary Beth Breslin Re: Multicell Technologies, Inc. Registration Statement on Form SB-2 Initially filed on August 28, 2006 Fil

May 12, 2008 RW

MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008

MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008 BY EDGAR AND OVERNIGHT MAIL U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549 Attn: Mary Beth Breslin Re: Multicell Technologies, Inc. Registration Statement on Form SB-2 Initially filed on June 1, 2006 File No. 333-134651 Ladie

May 12, 2008 RW

MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008

MultiCell Technologies, Inc. 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 May 12, 2008 BY EDGAR AND OVERNIGHT MAIL U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549 Attn: Mary Beth Breslin Re: Multicell Technologies, Inc. Registration Statement on Form SB-2 Initially filed on April 10, 2007 File No. 333-142002 Lad

May 9, 2008 POS AM

As filed with the Securities and Exchange Commission on ____________, 2008

As filed with the Securities and Exchange Commission on , 2008 Registration No. 333-137850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post Effective Amendment No. 1 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MULTICELL TECHNOLOGIES, INC. (Name of small business issuer in its charter) Delaware 3841 52-1412493 (State or other jurisdiction of inco

April 24, 2008 10QSB/A

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 29, 2008. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologi

April 21, 2008 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended February 29, 2008. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies

March 14, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2007. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE 52-1412493 (State or other jurisdiction of incorporation or organizatio

February 14, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 5) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 302240403 (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 5) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 17, 2008 EX-16.1

January 16, 2008

Exhibit 16.1 January 16, 2008 Office of the Chief Accountant, U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549-7561 Re: MultiCell Technologies, Inc. Commission File Number: (001-10221) Dear Sirs: We have read Item 4.01 of the Form 8-K, dated January 15, 2008 being filed by MultiCell Technologies, Inc. and are in agreement with the stateme

January 17, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 15, 2008 MULTICELL TECHNOLOGIES, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 15, 2008 MULTICELL TECHNOLOGIES, INC.

December 26, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 21, 2007 MULTICELL TECHNOLOGIES, INC.

December 26, 2007 EX-99.1

MULTICELL TECHNOLOGIES

MULTICELL TECHNOLOGIES TO INCREASE FOCUS ON THERAPEUTIC CANDIDATES Stephen Chang, Ph.

October 23, 2007 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 302240403 (CUSIP Number) February 28, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

October 18, 2007 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2007. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies,

October 15, 2007 NT 10-Q

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ………….……2.50 SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE F

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ????.

October 10, 2007 EX-99.1

MULTICELL TECHNOLOGIES SIGNS WORLDWIDE EXCLUSIVE LICENSE AGREEMENT WITH CORNING INCORPORATED

MULTICELL TECHNOLOGIES SIGNS WORLDWIDE EXCLUSIVE LICENSE AGREEMENT WITH CORNING INCORPORATED Corning to Use Cell Lines for Assay Development, Biomarker Identification and ADME/Tox Applications Wednesday, October 10, 2007 Rhode Island-(PR NEWSWIRE)-MultiCell Technologies, Inc.

October 10, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2007 MULTICELL TECHNOLOGIES, INC.

October 10, 2007 EX-10.1

LICENSE AND TECHNOLOGY PURCHASE AGREEMENT BETWEEN CORNING AND MULTICELL RELATING TO HEPATOCYTES

LICENSE AND TECHNOLOGY PURCHASE AGREEMENT BETWEEN CORNING AND MULTICELL RELATING TO HEPATOCYTES In this Agreement, Corning Incorporated, a New York corporation, having its principal place of business at One Riverfront Plaza, Corning, NY 14831 (hereafter ?CORNING?), and Multicell Technologies, Inc.

July 20, 2007 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended May 31, 2007. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiCell Technologies, Inc

July 19, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2007 MULTICELL TECHNOLOGIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2007 MULTICELL TECHNOLOGIES, INC.

July 19, 2007 EX-4.1

MUTUAL TERMINATION AGREEMENT

MUTUAL TERMINATION AGREEMENT MUTUAL TERMINATION AGREEMENT (the ?Agreement?), dated as of July 18, 2007, by and between MULTICELL TECHNOLOGIES, INC.

July 19, 2007 EX-99.1

MultiCell Technologies and Fusion Capital Terminate Common Stock Purchase Agreement

MultiCell Technologies and Fusion Capital Terminate Common Stock Purchase Agreement SAN DIEGO-(BUSINESS WIRE)?July 19, 2007 -MultiCell Technologies, Inc.

July 16, 2007 NT 10-Q

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ………….……2.50 SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE F

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ????.

May 30, 2007 SB-2/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT The Securities Act of 1933

As filed with the Securities and Exchange Commission on May 30, 2007 Registration No.

May 2, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2007 MULTICELL TECHNOLOGIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2007 MULTICELL TECHNOLOGIES, INC.

April 26, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 20, 2007 ________________ MULT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 20, 2007 MULTICELL TECHNOLOGIES, INC.

April 26, 2007 EX-99.1

MultiCell Signs License Agreement with Eisai Japan to Use Fa2N-4 Cell Line for Drug Discovery/ADMETOX Applications

Exhibit 99.1 MultiCell Signs License Agreement with Eisai Japan to Use Fa2N-4 Cell Line for Drug Discovery/ADMETOX Applications SAN DIEGO-MultiCell Technologies, Inc. (OTCBB:MCET - News), has executed a five year licensing agreement with Eisai Co., Ltd. of Tokyo Japan, one of the world’s top 25 pharmaceutical companies. MultiCell has granted Eisai a 5-year nonexclusive license to use MultiCell’s F

April 26, 2007 EX-10.1

LICENSE AGREEMENT

Item 9.01 Exhibits LICENSE AGREEMENT This License Agreement (the ?Agreement?) is made and entered into as of the 20th day of April 2007 (the ?Effective Date?), by and between MultiCell Technologies, Inc., (?MultiCell?) a corporation organized under the laws of the State of Rhode Island, having a place of business at 701 George Washington Hwy, Lincoln, RI 02865, U.S.A. and Eisai Co., Ltd. (?Eisai?)

April 17, 2007 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

During the review of our Form 10-KSB, which was filed on March 15, 2007, our independent registered public accounting firm noted several deficiencies related to the presentation of the basic financial statements and the accompanying notes to the financial statements.

April 10, 2007 SB-2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter)

As filed with the Securities and Exchange Commission on April 10, 2007 Registration No.

March 15, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2006. Commission File Number: 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 52-14124

March 7, 2007 EX-10.3

STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT This Stock Pledge Agreement is entered into as of February 28, 2007, by and between the individuals listed on Exhibit A (?Pledgors?) and La Jolla Cove Investors, Inc.

March 7, 2007 EX-10.7

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of February 28, 2007 (this ?Agreement?) by and between MultiCell Technologies, Inc.

March 7, 2007 EX-10.10

LA JOLLA COVE INVESTORS, INC. 7817 Herschel Ave., Suite 200 LA JOLLA, CALIFORNIA 92037 TELEPHONE: (415) 409-8703 FACSIMILE: (415) 409-8704 E-MAIL: [email protected] LA JOLLA www.ljcinvestors.com SAN FRANCISCO February 28, 2007

LA JOLLA COVE INVESTORS, INC. 7817 Herschel Ave., Suite 200 LA JOLLA, CALIFORNIA 92037 TELEPHONE: (415) 409-8703 FACSIMILE: (415) 409-8704 E-MAIL: [email protected] LA JOLLA www.ljcinvestors.com SAN FRANCISCO February 28, 2007 W. Gerald Newmin MultiCell Technologies, Inc. 701 George Washington Highway Lincoln, Rhode Island 02865 Dear Gerald: Reference is made to the $100,000 Convertible Debenture d

March 7, 2007 8-K/A

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

8-K/A 1 v0677318ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2007 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other

March 7, 2007 EX-10.8

4 ¾ % CONVERTIBLE DEBENTURE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.

March 7, 2007 EX-10.5

February 28, 2007

February 28, 2007 Dr. Stephen Chang President & CEO MultiCell Technologies, Inc. 701 George Washington Highway Lincoln, RI 02865 Re: Escrow Common Shares Dear Stephen: Reference is made to the 7 ? % Convertible Debenture dated February 28, 2007 (the ?Convertible Debenture?) issued by MultiCell Technologies, Inc. (?Company?) to La Jolla Cove Investors, Inc. (?Holder?). Capitalized terms used herein

March 7, 2007 EX-10.9

WARRANT TO PURCHASE COMMON STOCK

WARRANT TO PURCHASE COMMON STOCK THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

March 7, 2007 EX-10.4

7 ¾ % CONVERTIBLE DEBENTURE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.

March 7, 2007 EX-10.6

February 28, 2007

February 28, 2007 Dr. Stephen Chang President & CEO MultiCell Technologies, Inc. 701 George Washington Highway Lincoln, Rhode Island 02865 Re: Additional Transaction Dear Stephen: Reference is made to the Convertible Debenture dated February 28, 2007 (the ?Convertible Debenture?) issued by MultiCell Technologies, Inc. (?Company?) to La Jolla Cove Investors, Inc. (?Holder?). All terms used herein a

March 7, 2007 EX-10.1

DEBENTURE PURCHASE AGREEMENT

DEBENTURE PURCHASE AGREEMENT This Debenture Purchase Agreement dated as of February 28, 2007 (the ?Agreement?) is made by and between MultiCell Technologies, Inc.

March 7, 2007 EX-10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of February 28, 2007 (this ?Agreement?) by and between MultiCell Technologies, Inc.

March 6, 2007 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2007 MULTICELL TECHNOLOGIES, INC.

March 6, 2007 EX-99.1

MultiCell Technologies Completes Private Financing Agreement with La Jolla Cove Investors for up to $13 Million to Support Development of Advanced Therapeutics

MultiCell Technologies Completes Private Financing Agreement with La Jolla Cove Investors for up to $13 Million to Support Development of Advanced Therapeutics Placement Follows Recent Developmental Milestone to Advance the Company’s Prospective Treatment for Third Most Deadly Cancer SAN DIEGO-(BUSINESS WIRE)-MultiCell Technologies, Inc.

March 2, 2007 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2007 MULTICELL TECHNOLOGIES, INC.

March 2, 2007 EX-7.1

March 2, 2007

March 2, 2007 Office of the Chief Accountant U. S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Re: Multicell Technologies, Inc. SEC File NO. 001-10221 Ladies and Gentlemen: We have read Item 4.02 included in the draft Form 8-K, dated March 2, 2007 (copy attached), of Multicell Technologies, Inc. (the ?Company?), which we understand will be filed with the Securities

February 28, 2007 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): x Form 10-KSB ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2007 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 4) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 4) MULTICELL TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 302240403 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

December 22, 2006 SB-2/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 FORM SB-2 REGISTRATION STATEMENT The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 3841 52-1

Pre-Effective Amendment No. 2 to Form SB-2 Table of Contents As filed with the Securities and Exchange Commission on December 22, 2006 Registration No. 333-134651 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT Under The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its chart

November 20, 2006 SB-2/A

As filed with the Securities and Exchange Commission on November 20, 2006

Table of Contents As filed with the Securities and Exchange Commission on November 20, 2006 Registration No.

November 1, 2006 EX-10.1

Amarin Neuroscience Ltd · 1st Floor · Magdalen Centre North · The Oxford Science Park · Oxford · OX4 4GA · UK Tel: +44 (0)1865 784210 · Fax: +44 (0) 1865 784213 · Email: [email protected] · www.amarincorp.com Registered In Scotland No. 179838 Re

Exhibit 10.1 October 26, 2006 Multicell Technologies, Inc. 701 George Washington Highway Lincoln RI 02865 USA Dear Sirs Worldwide Exclusive License Agreement dated December 31st 2005 made between Multicell Technologies. Inc. (?Multicell?) and Amarin Neuroscience Limited (?Amarin?) (the ?Agreement?) We refer to the Agreement, as amended by letter agreement dated June 27, 2006 (?First Amendment Lett

November 1, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2006 MULTICELL TECHNOLOGIES, INC.

October 25, 2006 424B3

9,572,327 SHARES OF COMMON STOCK

Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-137850 9,572,327 SHARES OF COMMON STOCK This prospectus relates to the offer and sale of up to 9,572,327 shares of the common stock of MultiCell Technologies, Inc. (?MultiCell? or the ?Company?), $0.01 par value per share, by Fusion Capital Fund II, LLC (?Fusion Capital?) from time to time. The prices at which Fusio

October 18, 2006 SB-2/A

As filed with the Securities and Exchange Commission on October 18, 2006

Amendment No. 1 to form SB-2 Table of Contents As filed with the Securities and Exchange Commission on October 18, 2006 Registration No. 333-137850 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT Under The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 3841 52-1412493

October 17, 2006 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): ¨ Form 10-KSB ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 17, 2006 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

Table of Contents U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended August 31, 2006. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-10221 MultiC

October 6, 2006 EX-21.1

Xenogenics Corporation

Exhibit 21.1 SUBSIDIARIES Xenogenics Corporation MCT Rhode Island Corporation MultiCell Immunotherapeutics, Inc.

October 6, 2006 SB-2

As filed with the Securities and Exchange Commission on October 6, 2006

Table of Contents As filed with the Securities and Exchange Commission on October 6, 2006 Registration No.

October 6, 2006 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen Chang and W. Gerald Newmin, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effe

October 5, 2006 EX-10.2

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.2 3 dex102.htm AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buye

October 5, 2006 EX-10.1

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of October 5, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the ?Company?), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the ?Buyer?). This Agreement amends and restates the Common Stock Purchase A

October 5, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2006 MULTICELL TECHNOLOGIES, INC.

October 5, 2006 EX-99.1

MultiCell and Fusion Capital Amend and Restate Common Stock Purchase Agreement to provide for $8 million of Equity Funding

MultiCell and Fusion Capital Amend and Restate Common Stock Purchase Agreement to provide for $8 million of Equity Funding San Diego, CA - October 5, 2006 - MultiCell Technologies, Inc.

September 29, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 28, 2006 MULTICELL TECHNOLOGIES, INC.

September 29, 2006 EX-10.2

MULTICELL TECHNOLOGIES, INC. CONSULTING AGREEMENT

Exhibit 10.2 MULTICELL TECHNOLOGIES, INC. CONSULTING AGREEMENT This Consulting Agreement (?Agreement?) is entered into as of September 28, 2006 by and between Multicell Technologies, Inc. (the ?Company?) and Gerard A. Wills (?Consultant?). This Agreement shall be effective seven (7) days following the execution by Consultant of that certain Separation Agreement and Release between the Company and

September 29, 2006 EX-10.1

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is made by and between Gerard A. Wills (?Employee?) and MultiCell Technologies, Inc. (?Company?) (collectively referred to as the ?Parties?): RECITALS WHEREAS, Employee provided services to the Company pursuant to an Employment Offer Letter dated December 23, 2005 (the ?Offer Letter?); WHEREAS, the Co

August 30, 2006 RW

2

425 MARKET STREET SAN FRANCISCO CALIFORNIA 94105-2482 TELEPHONE: 415.268.7000 FACSIMILE: 415.268.7522 WWW.MOFO.COM MORRISON & FOERSTER LLP NEW YORK, SAN FRANCISCO, LOS ANGELES, PALO ALTO, SAN DIEGO, WASHINGTON, D.C. DENVER, NORTHERN VIRGINIA, ORANGE COUNTY, SACRAMENTO, WALNUT CREEK, CENTURY CITY TOKYO, LONDON, BEIJING, SHANGHAI, HONG KONG, SINGAPORE, BRUSSELS August 30, 2006 Writer?s Direct Contac

August 28, 2006 SB-2

As filed with the Securities and Exchange Commission on August 28, 2006

Form SB-2 Table of Contents As filed with the Securities and Exchange Commission on August 28, 2006 Registration No.

July 28, 2006 EX-10.2

MULTICELL TECHNOLOGIES, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK

Exhibit 10.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. MULTICELL TECH

July 28, 2006 EX-99.1

MultiCell Technologies Announces Resignation of Co-Chairman Anthony Cataldo

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE MultiCell Technologies Announces Resignation of Co-Chairman Anthony Cataldo LINCOLN, R.I. - July 28, 2006 ? MultiCell Technologies Inc. (OTCBB:MCET), a developer of therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases, today announced that Anthony Cataldo, Co-Chairman, has res

July 28, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2006 MULTICELL TECHNOLOGIES

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2006 MULTICELL TECHNOLOGIES, INC.

July 28, 2006 EX-10.1

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is made by and between Anthony Cataldo (?Contractor)?) and MultiCell Technologies, Inc. (?Company?) (collectively referred to as the ?Parties?): RECITALS WHEREAS, Contractor provided services to the Company pursuant to a Director and Consulting Agreement; WHEREAS, Contractor signed a Director and Cons

July 24, 2006 SB-2/A

As filed with the Securities and Exchange Commission on July 24, 2006

Table of Contents As filed with the Securities and Exchange Commission on July 24, 2006 Registration No.

July 21, 2006 SB-2/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 3841 52-1

Table of Contents As filed with the Securities and Exchange Commission on July 21, 2006 Registration No.

July 20, 2006 EX-10.1

MultiCell Technologies, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENT

EX-10.1 6 dex101.htm FORM OF SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS Exhibit 10.1 MultiCell Technologies, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENT July 14, 2006 Ladies and Gentlemen: MultiCell Technologies, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with [ ] (the “Purchaser

July 20, 2006 EX-4.4

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is dated as of July 14, 2006, among [ ], and MultiCell Technologies, Inc., a Delaware corporation (the ?Company?). WHEREAS, on the date hereof, the Holders have purchased from the Company, for aggregate consideration of $[ ], [ ] shares of the Company?s Series B Convertible Preferred Stock (the ?Series

July 20, 2006 EX-4.3

CERTIFICATE OF DESIGNATION SERIES B CONVERTIBLE PREFERRED STOCK MULTICELL TECHNOLOGIES, INC. (a Delaware corporation) pursuant to Section 151 of the Delaware General Corporation Law

EX-4.3 4 dex43.htm CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK Exhibit 4.3 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK OF MULTICELL TECHNOLOGIES, INC. (a Delaware corporation) pursuant to Section 151 of the Delaware General Corporation Law MultiCell Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporati

July 20, 2006 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2006 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-10221 52-1412493 (State or other jurisdiction of inc

July 20, 2006 EX-4.1

WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 WARRANT TO PURCHASE COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY

July 20, 2006 EX-4.2

WARRANT TO PURCHASE COMMON STOCK

EX-4.2 3 dex42.htm FORM OF WARRANT TO PURCHASE COMMON STOCK (CASH EXERCISE) DATED JULY 14, 2006 Exhibit 4.2 WARRANT TO PURCHASE COMMON STOCK THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REG

July 20, 2006 EX-99.1

MultiCell Technologies Raises $1.7 Million in Private Placement

EX-99.1 7 dex991.htm PRESS RELEASE DATED JULY 20, 2006 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE MultiCell Technologies Raises $1.7 Million in Private Placement LINCOLN, R.I.—July 20, 2006 — MultiCell Technologies Inc. (OTCBB:MCET), a developer of therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases, announced that on

July 17, 2006 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

Form 10QSB Table of Contents U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the quarterly period ended May 31, 2006. ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-1022

July 5, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2006 MULTICELL TECHNOLOGIES

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2006 MULTICELL TECHNOLOGIES, INC.

July 5, 2006 EX-10.1

Amarin Neuroscience Ltd ? Kings Park House ? Laurelhill Business Park ? Polmaise Road ? Stirling FK7 9JQ ? UK Tel: +44 (0)1786 476000 ? Fax: +44 (0)1786 473137 ? Email: [email protected] ? www.amarin-neuro.com Registered In Scotland No. 179838 R

Exhibit 10.1 June 27th 2006 Multicell Technologies, Inc. 701 George Washington Highway Lincoln RI 02865 USA Dear Sirs, Worldwide Exclusive License Agreement dated December 31st 2005 made between Multicell Technologies, Inc. (?Multicell?) and Amarin Neuroscience Limited (?Amarin?) (the ?Agreement?) We refer to the discussions last month between Multicell and Amarin relating to the payment of the su

June 9, 2006 EX-21.1

Xenogenics Corporation

Exhibit 21.1 SUBSIDIARIES Xenogenics Corporation MCT Rhode Island Corporation MultiCell Immunotherapeutics, Inc.

June 9, 2006 SB-2

As filed with the Securities and Exchange Commission on June 9, 2006

Table of Contents As filed with the Securities and Exchange Commission on June 9, 2006 Registration No.

June 1, 2006 EX-21.1

Xenogenics Corporation

Exhibit 21.1 SUBSIDIARIES Xenogenics Corporation MCT Rhode Island Corporation MultiCell Immunotherapeutics, Inc.

June 1, 2006 SB-2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT The Securities Act of 1933 MULTICELL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 3841 52-1412493 (State or other jurisdi

Table of Contents As filed with the Securities and Exchange Commission on June 1, 2006 Registration No.

June 1, 2006 EX-10.12

Director Compensation (as of May 31, 2006)

Exhibit 10.12 Director Compensation (as of May 31, 2006) Each director of the Company receives a per meeting fee of $3,000 for each board meeting attended. The Chairman of the Audit Committee is paid $4,000 per meeting for each Audit committee meeting attended during the year and each committee member receives $1,000 per meeting attended. The Chairman of the Nominating, Corporate Governance and Co

June 1, 2006 EX-5.1(III)

[Letterhead of Wilson Sonsini Goodrich & Rosati, P.C.] May 31, 2006

EXHIBIT 5.1 [Letterhead of Wilson Sonsini Goodrich & Rosati, P.C.] May 31, 2006 Multicell Technologies, Inc. 701 George Washington Highway Lincoln, RI 02865 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We have examined the Registration Statement on Form SB-2 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the ?Registration Statement?) in

May 26, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 26, 2006 MULTICELL TECHNOLOGIES, INC.

May 26, 2006 EX-99.1

MultiCell Technologies Appoints Stephen Chang, Ph.D. as Chief Executive Officer

Exhibit 99.1 MultiCell Technologies Appoints Stephen Chang, Ph.D. as Chief Executive Officer SAN DIEGO?(BUSINESS WIRE)?May 26, 2006?.MultiCell Technologies, Inc. (OTCBB: MCET - News) a developer of therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases, announced today that Stephen M. Chang, Ph.D. has been appointed a

May 25, 2006 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2006 MULTICELL TECHNOLOGIES, INC.

May 25, 2006 EX-99.1

MultiCell Technologies, Inc. Hosts Annual Stockholder Meeting

Exhibit 99.1 MultiCell Technologies, Inc. Hosts Annual Stockholder Meeting Spotlights Recent Progress and Drug Development Pipeline for Drugs to Treat MS, Diabetes and Influenza A SAN DIEGO—(BUSINESS WIRE)—May 25, 2006—MultiCell Technologies, Inc. (OTCBB: MCET—News), a developer of therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and i

May 4, 2006 EX-10.3

MULTICELL TECHNOLOGIES, INC. COMMON STOCK PURCHASE WARRANT FOR 1,572,327 SHARES ORIGINAL ISSUE DATE: May 3, 2006 WARRANT CERTIFICATE # 1

EX-10.3 4 dex103.htm WARRANTS FOR THE PURCHASE OF 1,572,327 SHARES OF COMMON STOCK Exhibit 10.3 WARRANT THIS WARRANT (THIS “WARRANT”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, MORTGA

May 4, 2006 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation, (the ?Company?), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the ?Buyer?). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings

May 4, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2006 MULTICELL TECHNOLOGIES, INC.

May 4, 2006 EX-10.1

COMMON STOCK PURCHASE AGREEMENT

EX-10.1 2 dex101.htm COMMON STOCK PURCHASE AGREEMENT Exhibit 10.1 EXECUTION COPY COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not ot

May 4, 2006 EX-99.1

MultiCell Enters into $25 Million Common Stock Purchase Agreement

EX-99.1 5 dex991.htm PRESS RELEASE Exhibit 99.1 MultiCell Enters into $25 Million Common Stock Purchase Agreement SAN DIEGO – (BUSINESS WIRE) – May 4, 2006 – MultiCell Technologies, Inc. (OTCBB: MCET - News), a developer of therapeutics for the treatment of degenerative neurological disease, metabolic and endocrine disorders, and infectious disease, has entered into a common stock purchase agreeme

April 14, 2006 10QSB

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

Table of Contents U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the quarterly period ended February 28, 2006. ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-10221 Mult

March 30, 2006 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

March 3, 2006 10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB x Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2005. Commission File Number 001-10221 MultiCell Technologies, Inc. (Name of small business issuer in its charter) DELAWARE 52-1412493 (State or other jurisdiction of incorporation or organ

March 1, 2006 EX-99.1

-2-

EXHIBIT 99.1 MultiCell Technologies Announces Audit Committee Conclusion Regarding Accounting for Certain Options; Restatement of Financial Statements for the First Three Quarters of Fiscal 2005, the Interim Periods of Fiscal 2004, and for the Fiscal Year 2004 LINCOLN, R.I.?(BUSINESS WIRE)?Feb. 28, 2006?MultiCell Technologies, Inc. (OTCBB: MCET?News), a developer of therapeutics for the treatment

March 1, 2006 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2006 MULTICELL TECHNOLOGIES, INC.

March 1, 2006 NT 10-K

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

(Check One): UNITED STATES x Form 10-KSB SECURITIES AND EXCHANGE COMMISSION ? Form 20-F Washington, D.

February 6, 2006 8-K

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2006 MULTICELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10221 (Commission File

February 6, 2006 EX-4

MULTICELL TECHNOLOGIES, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO

January 23, 2006 EX-24.

EX-24.

rrd90789102066.html POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MultiCell Technologies, Inc. (the "Company"), hereby constitutes and appoints W. Gerald Newmin the undersigned's true and lawful attorney-in-fact to: 1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be req

January 12, 2006 EX-10

WORLDWIDE EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.14 WORLDWIDE EXCLUSIVE LICENSE AGREEMENT This License Agreement (the "Agreement") is made and entered into as of December 31, 2005 ("Effective Date") by and between Amarin Neuroscience Limited, a company organized under the laws of Scotland whose principal place of business is at Kings Park House, Laurehill Business Park, Polmaise Road, Stirling FK7 9JQ, Scotland, UK ("Amarin"), and Mul

January 12, 2006 POS AM

As filed with the Securities and Exchange Commission on January 12, 2006 Registration No.333-124873 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

As filed with the Securities and Exchange Commission on January 12, 2006 Registration No.

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