MultiCell Technologies Inc (MCET)

[TPX]

MultiCell: Filed 03/29/19 BIOPHARMA, INC. FORM 10-K

https://www.otcmarkets.com/filing/conv_pdf?id=13331295&guid=cpT3UWAbkAsuo3h

ITEM 3. LEGAL PROCEEDINGS

On February 15, 2017, MultiCell Immunotherapeutics, or MultiCell, filed an arbitration proceeding against us with the American Health Lawyers Association, Claim #3821. MultiCell was seeking $207,783 plus interest and costs of arbitration pursuant to alleged contract rights against us under a research agreement between MultiCell and us. Following a hearing held September 1, 2017, the arbitrator awarded MultiCell the payment amount of $207,783 plus interest in the amount of $34,699. On December 14, 2018, a final agreement was reached between the Company and Multicell whereby the Company paid Multicell $100,000 in cash and agreed to issue 200,000 shares of unregistered, Rule 144 restricted Common Stock in full settlement of this matter.

Dividends

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

Equity Compensation Plan Information

The information included under the heading “Equity Compensation Plan Information” in Item 12 of Part III of this report, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” is hereby incorporated by reference into this Item 5 of this report.

Recent Issuances of Unregistered Securities

On June 23, 2016, we were served with a complaint filed in the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, Florida, Case No. 16- CA-004791, by Lippert/Heilshorn and Associates, Inc. Lippert/Heilshorn and Associates, Inc. alleged it was owed compensation for consulting services provided to us and was seeking payment of $73,898. On December 27, 2018, the Company signed a Settlement Agreement and Mutual Release of Claims and issued 45,000 shares of unregistered, Rule 144 restricted Common Stock in full settlement of this matter.

On February 15, 2017, MultiCell Immunotherapeutics, or MultiCell, filed an arbitration proceeding against us with the American Health Lawyers Association, Claim #3821. MultiCell was seeking $207,783 plus interest and costs of arbitration pursuant to alleged contract rights against us under a research agreement between MultiCell and us. Following a hearing held September 1, 2017, the arbitrator awarded MultiCell the payment amount of $207,783 plus interest in the amount of $34,699. On December 14, 2018, a final agreement was reached between the Company and Multicell whereby the Company paid Multicell $100,000 in cash and issued 200,000 shares of unregistered, Rule 144 restricted Common Stock in full settlement of this matter.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The Company’s financial statements and related notes thereto are listed and included in this Annual Report beginning on page F-1. The following documents are furnished as exhibits to this Annual Report on Form 10-K.

10.2 License Agreement with MultiCell Immunotherapeutics, Inc. 10-Q 08/11/17 10.2 https://content.edgar-online.com/ExternalLink/EDGAR/0001654954-17-007377.html?hash=7f0580e47a1d0de489a0fa807971df9ce597e83e38dc7ea386d85e04b4cc0fd7&dest=OXIS_EX102_HTM#OXIS_EX102_HTM