UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No.2)





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number 033-17264-NY





ImmunoCellular Therapeutics, Ltd.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 93-1301885                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

21900 Burbank Boulevard, 3rdFloor

Woodland Hills, California 91367

(Address of principal executive
offices)

(818) 992-2907

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The Issuer had 29,189,468 shares of its common stock outstanding as of August 10, 2011.









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EXPLANATORY NOTE

On August 18, 2011, ImmunoCellular Therapeutics, Ltd. filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (the Original Report). On August 24,
2011, the Registrant filed Amendment No. 1 on Form 10-Q/A for the purpose of furnishing Exhibit 101 to the Original Report, which contained the XBRL Interactive Data Files required by Rule 405 of Regulation S-T. In preparing Amendment
No. 1, the Company inadvertently checked the box on the facing page indicating that it was a shell company as defined in Rule 12b-2 of the Exchange Act when in fact the Company was not a shell company. This Amendment No. 2 on Form 10-Q/A
is being filed solely for the purpose of correcting the shell company disclosure on the facing page of Amendment No. 1.

Except as
described above, this Form 10-Q/A does not amend or update any information contained in the Original Report or Amendment No.1 to reflect events occurring subsequent to the original filing dates or otherwise.

PART II

OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.1        |  | Employment Agreement dated as of April 4, 2011 between David Fractor and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.2        |  | Employment Agreement dated as of May 10, 2011 between Dr. James Bender and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.3        |  | Employment Agreement dated as of May 10, 2011 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.4        |  | Agreement dated as of May 13, 2011 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.5        |  | Agreement dated as of May 10, 2011 between Dr. Elma Hawkins and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.6        |  | Office Lease dated July 1, 2011 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|31.1        |  | Certification of the Registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|31.2        |  | Certification of the Registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|32.1        |  | Certification of the Registrants Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|32.2        |  | Certification of the Registrants Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|101         |  | The following financial information from the Quarterly Report on Form 10-Q of ImmunoCellular Therapeutics, Ltd. for the quarter ended June 30, 2011, formatted in XBRL (eXtensible
Business Reporting Language): (1) Condensed Balance Sheets as of June 30, 2011 and December 31, 2010; (2) Condensed Statements of Operations for the three and six months ended June 30, 2011 and 2010 and for the period from February 25, 2004
(inception) to June 30, 2011; (3) Condensed Statements of Shareholders Equity for the period from 2004 to June 30, 2011; (4) Condensed Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and for the period from February
25, 2004 (inception) to June 30, 2011; and (5) Notes to Unaudited Condensed Financial Statements.***



|* | Previously filed with the Securities and Exchange Commission on August 18, 2011 as an exhibit to the Registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2011.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed with this Quarterly Report on Form 10-Q/A
|-- | -----------------------------------------------

|*** | Previously furnished as an exhibit to the Registrants Quarterly Report on Form 10-Q/A and is not deemed to be filed or part of a
registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, (b) is deemed not to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and (c) is not otherwise subject to liability under those sections.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |  |  |  |  |                                   |  |                                      
|---------------------- |  |  |  |  |  | --------------------------------- |  | -------------------------------------
|                       |  |  |  |  |  | IMMUNOCELLULAR THERAPEUTICS, LTD.
|                       |  |  |  | 
|Date: November 3, 2011 |  |  |  |  |  | By:                               |  | /s/    Manish Singh, Ph.D.           
|                       |  |  |  |  |  |                                   |  | Manish Singh, Ph.D.                  
|                       |  |  |  |  |  |                                   |  | President and Chief Executive Officer
|                       |  |  |  |  |  |                                   |  | (Principal Executive Officer)        
|                       |  |  |  | 
|Date: November 3, 2011 |  |  |  |  |  | By:                               |  | /s/    David Fractor                 
|                       |  |  |  |  |  |                                   |  | David Fractor                        
|                       |  |  |  |  |  |                                   |  | Chief Financial Officer              
|                       |  |  |  |  |  |                                   |  | (Principal Financial Officer)