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): May 20, 2019
ONCOSEC MEDICAL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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Nevada (State or Other Jurisdiction of Incorporation) |
000-54318 (Commission File Number)
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98-0573252
(IRS
Employer
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3565 General Atomics Court, Suite 100
San Diego, California 92121
24 North Main Street
Pennington, NJ 08534-2218
(Address of Principal Executive Offices)
(855) 662-6732
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act. | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ONCS | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 3.03 |
Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 20, 2019, OncoSec Medical Incorporated, a Nevada corporation (the “Company”) filed a Certificate of Change (the “Certificate”) to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all of the shares of the Company’s common stock, par value 0.0001 per share (the “Common Stock”). The Certificate will become effective as of 5:00 p.m., Eastern Standard Time, on May 20, 2019. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no shareholder approval was required.
As a result of the Reverse Stock Split, every ten shares of Common Stock will be automatically combined into one share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be paid in cash in a proportionate amount based on the closing price of the Common Stock as reported by the Nasdaq Capital Market on the day immediately preceding the effective date of the Reverse Stock Split. In addition, proportionate adjustments will be made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans.
The Common Stock will begin trading on a split-adjusted basis at the open of business on the May 21, 2019. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 68234L306.
| Item 8.01 | Other Events. |
On May 20, 2019 the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description
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| 3.1 | Certificate of Change of OncoSec Medical Incorporated, dated May 20, 2019. | |
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99.1
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Press release issued by OncoSec Medical Incorporated, dated May 20, 2019. |
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 hereunto duly authorized.
| ONCOSEC MEDICAL INCORPORATED | ||
| (Registrant) | ||
| Date: May 20, 2019 | By: | /s/ Daniel J. O’Connor |
| Name: | Daniel J. O’Connor | |
| Title: | Chief Executive Officer and President | |
OncoSec Announces 1-for-10 Reverse Stock Split
SAN DIEGO, Calif. and PENNINGTON, N.J., May 20, 2019 -- OncoSec Medical Incorporated (OncoSec) (NASDAQ: ONCS), a late-stage cancer biotechnology company developing intratumoral gene-delivery immunotherapies, today announced that its Board of Directors has approved a one-for-ten (1-for-10) reverse stock split of its common stock. The reverse stock split will become effective at 5:00 pm Eastern Time on May 20, 2019, and the Company’s shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on May 21, 2019 under the Company’s existing symbol “ONCS.” The Company’s common stock has been assigned a new CUSIP number of 68234L306 in connection with the reverse stock split.
As a result of the reverse stock split, every 10 shares of common stock issued and outstanding were consolidated into one issued and outstanding share. The reverse stock split reduced the Company’s issued and outstanding shares of common stock from approximately 70 million to approximately 7 million. In addition, proportionate adjustments will be made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans.
The Company has retained its transfer agent, Nevada Agency and Transfer Company (“NATCO”), to act as its exchange agent for the reverse split. NATCO will provide stockholders of record a letter of transmittal providing instructions for the delivery of their current certificates (if applicable). NATCO will be issuing all of the post-split shares through their paperless Direct Registration System, also known as “book-entry form.” NATCO will hold the shares in an account set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to NATCO. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and should not be required to take any action in connection with the reverse stock split. No fractional shares of common stock will be issued in connection with the reverse stock split. If as a result of the reverse stock split, a stockholder of record would otherwise hold a fractional share, the stockholder will receive the cash equivalent of any such fractional share.
About OncoSec Medical Incorporated
OncoSec is a clinical-stage biotechnology company focused on developing cytokine-based intratumoral immunotherapies to stimulate the body’s immune system to target and attack cancer. OncoSec’s lead immunotherapy investigational product candidate – TAVO™ (tavokinogene telseplasmid) – enables the intratumoral delivery of DNA-based interleukin-12 (IL-12), a naturally occurring protein with immune-stimulating functions. The technology, which employs electroporation, is designed to produce a controlled, localized expression of IL-12 in the tumor microenvironment, enabling the immune system to target and attack tumors throughout the body. OncoSec has built a deep and diverse clinical pipeline utilizing TAVO™ as a potential treatment for multiple cancer indications either as a monotherapy or in combination with leading checkpoint inhibitors; with the latter potentially enabling OncoSec to address a great unmet medical need in oncology: anti-PD-1 non-responders. Results from recently completed clinical studies of TAVO™ have demonstrated a local immune response, and subsequently, a systemic effect as either a monotherapy or combination treatment approach. In addition to TAVO™, OncoSec is identifying and developing new DNA-encoded therapeutic candidates and tumor indications for use with its ImmunoPulse ® platform. For more information, please visit www.oncosec.com.
ImmunoPulse ® is a registered trademark of OncoSec Medical Incorporated.
TAVO™ trademark of OncoSec Medical Incorporated.
CONTACT
Investor Relations:
Will O’Connor
Stern Investor Relations
(212) 362-1200
will@sternir.com
Media Relations:
Katie Dodge
JPA Health Communications
(617) 657-1304
kdodge@jpa.com