Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 30, 2022
ONCOSEC MEDICAL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-54318 | 98-0573252 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 24 North Main Street, Pennington, NJ | 08534-2218 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 662-6732
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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol |
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).
Emerging growth company ☐
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. ☐
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 3, 2023, OncoSec Medical Incorporated (the “Company”) filed a Certificate of Amendment (the “Certificate”) to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of shares of the Company’s common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares (the “Charter Amendment”). The Charter Amendment became effective upon filing the Certificate with the Secretary of State of the State of Nevada.
As disclosed in Item 5.07 of this Current Report on Form 8-K (this “Current Report”), the Charter Amendment was approved by the Company’s stockholders at a special meeting of stockholders held on December 30, 2022 (the “Special Meeting”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is filed as Exhibit 3.01 to this Current Report and incorporated in this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 30, 2022, the Company held the Special Meeting in a virtual format. At the Special Meeting, 2,392,143 of the 2,970,515 outstanding shares of Company common stock, or approximately 80.52%, as of the record date, December 1, 2022, were present or represented by proxy. The sole proposal presented to stockholders for approval at the Special Meeting was approval of the Charter Amendment. The final voting results on the proposal presented for stockholder approval at the Special Meeting were as follows:
Proposal: Vote to approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares:
| Total Votes For | Total Votes Against | Abstention | Broker Non-Votes | |||
| 2,319,620 | 59,629 | 12,894 | N/A |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment of the Articles of Incorporation, as amended, of OncoSec Medical Incorporated. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: January 4, 2023 | OncoSec Medical Incorporated | |
| By: | /s/ Robert H. Arch | |
| Name: | Robert H. Arch | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1