Form 8-K for MULTICELL TECHNOLOGIES, INC.
22-Nov-2005
Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2005, the board of directors of MultiCell Technologies, Inc. (the "Company") approved resolutions to pay Stephen Chang, a member of the board of directors and the Company's President, $200,000 owed to Mr. Chang (the "Accrued Amount") by MultiCell Immunotherapeutics, Inc. ("Sub") that were accrued by Sub prior to the Company's acquisition of Sub on September 7, 2005. The Accrued Amount represents compensation in consideration of services of Mr. Chang to Sub prior to the acquisition. Following the acquisition, Mr. Chang has served as President of Sub. Mr. Chang has also previously entered into an Employment Agreement with the Company dated as of February 1, 2005.
Mr. Chang will receive the Accrued Amount as follows: (a) $100,000 in November 2005, $50,000 of which is paid in cash and $50,000 of which is paid in shares of the Company's Common Stock based on the closing price per share of the Company's Common Stock on November 16, 2005 (the date of issuance), and (b) $100,000 in 2006, $50,000 of which is to be paid in cash and $50,000 of which is to be paid in shares of the Company's Common Stock based on the closing price per share of the Company's Common Stock on the date of issuance. Accordingly, the Company issued to Mr. Chang 73,529 shares of Common Stock on November 16, 2005 pursuant to the Company's 2000 Employee Benefit Plan in consideration of the $50,000 to be paid in shares in November 2005. The closing price per share of the Company's Common Stock on November 16, 2005 was $0.68.
On November 16, 2005, the board of directors of the Company amended an outstanding option to purchase 50,000 shares of Common Stock originally granted on or about October 12, 2001 to Ronald Faris, the Company's Senior Vice President and Chief Science Officer, pursuant to the Company's 2000 Stock Option Plan. The option was amended to extend the termination date from October 11, 2005 to October 11, 2006. The closing price per share of the Company's Common Stock on October 11, 2005 was $0.60, the same price as the exercise price per share of the option being amended. All other terms of the option remain unchanged, including the exercise price per share. Mr. Faris has also previously entered into an Employment Agreement with the Company dated as of May 26, 2005.
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