Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 24, 2012, ImmunoCellular Therapeutics, Ltd. was notified that the Corporation's common stock has been approved for listing on the NYSE: MKT and is expected to start trading on the NYSE: MKT on Wednesday, May 30, 2012 under its ticker symbol IMUC. A copy of the press release reporting this listing is attached hereto as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2012, ImmunoCellular Therapeutics, Ltd. amended Article V, Section 1 of its Bylaws to provide that its capital stock may be registered in book-entry form in accordance with the direct registration system approved by the United States Securities and Exchange Commission and by the principal securities exchange on which the stock of the Corporation may from time to time be traded as well as in certificated form. The preceding summary of the amendment is qualified by the full text of amended Article V, Section 1 of the Corporation's Bylaws which is attached hereto as Exhibit 3.1 and incorporated herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amendment to the Amended and Restated Bylaws of ImmunoCellular Therapeutics, Ltd.

99.1 Press release dated May 25, 2012 .

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