ONCS OncoSec Medical Incorporated

 

As filed with the Securities and Exchange Commission on March 13, 2015

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

 

ONCOSEC MEDICAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

9810 Summer Ridge Road, Suite 110

San Diego, CA 92121

(Address of principal executive offices, including zip code)

 

OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended and restated

(Full title of the plan)

 

 

Punit Dhillon

President and Chief Executive Officer

OncoSec Medical Incorporated

9810 Summer Ridge Road, Suite 110

San Diego, CA 92121

(855) 662-6732

(Name, address, and telephone number, including area code, of agent for service)

 

Copy to:

 

Steven G. Rowles, Esq.

Morrison & Foerster LLP

12531 High Bluff Drive

San Diego, California 92130

(858) 720-5100

 

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.

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be registered (1)		Proposed maximum offering price per share (2)			Proposed maximum aggregate offering price (2)			Amount of registration fee
Common Stock, par value $0.0001 per share		7,405,568		$	0.37		$	2,740,061		$	319

 

(1)         Represents additional shares of the common stock, par value $0.0001 per share (the “Common Stock”), of OncoSec Medical Incorporated (the “Registrant”) authorized for issuance under the OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended and restated (the “Plan”).  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction.

(2)         Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low last sale prices of the registrant’s common stock reported on the OTC Markets Group Inc.’s OTCQB tier on March 6, 2015.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement registers an additional 7,405,568 shares of the Registrant’s Common Stock that may be offered and sold under the Plan, pursuant to the January 2, 2015 automatic increase in shares reserved for issuance thereunder as set forth in Section 3(a) of the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective.  Pursuant to General Instruction E. to Form S-8, the contents of the Registrant’s previously filed registration statements on Form S-8 relating to the Plan (File No. 333-176537, File No. 333-188726, and File No. 333-197678), filed with the Securities and Exchange Commission on August 29, 2011, May 21, 2013, and July 28, 2014, respectively, including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

 

Item 8.                     Exhibits.

 

Exhibit Number		Document
5.1		Opinion of McDonald Carano Wilson LLP
23.1		Consent of McDonald Carano Wilson LLP (contained in Exhibit 5.1)
23.2		Consent of Mayer Hoffman McCann P.C.
24.1		Power of Attorney (contained on the signature page)

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 13, 2015.

 

	ONCOSEC MEDICAL INCORPORATED
	By:	/s/ Punit Dhillon
		Punit Dhillon
		President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Punit Dhillon and Veronica Vallejo, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

SIGNATURE		TITLE		DATE
/s/ Punit Dhillon		President, Chief Executive Officer and Director		March 13, 2015
Punit Dhillon		(Principal Executive Officer)
/s/ Veronica Vallejo		Chief Financial Officer		March 13, 2015
Veronica Vallejo		(Principal Financial and Accounting Officer)
/s/ James DeMesa		Director		March 13, 2015
James DeMesa
/s/ Avtar Dhillon		Director		March 13, 2015
Avtar Dhillon
/s/ Anthony Maida		Director		March 13, 2015
Anthony Maida, III

 

3

 

EXHIBIT INDEX

 

Exhibit Number		Document
5.1		Opinion of McDonald Carano Wilson LLP
23.1		Consent of McDonald Carano Wilson LLP (contained in Exhibit 5.1)
23.2		Consent of Mayer Hoffman McCann P.C.
24.1		Power of Attorney (contained on the signature page)

 

4

Exhibit 5.1

 

 

March 13, 2015

 

Board of Directors

OncoSec Medical Incorporated

9810 Summers Ridge Road, Suite 110

San Diego, CA  92121

 

Re:                              Registration Statement/Form S-8

2011 Stock Incentive Plan, as amended and restated

 

Ladies and Gentlemen:

 

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by OncoSec Medical Incorporated (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 7,405,568 shares of the Company’s common stock, $0.0001 par value (the “Plan Shares”), which will be issuable under the Company’s 2011 Stock Incentive Plan, as amended and restated (the “Amended Plan”).

 

In connection with our review, we have examined the proceedings taken by the Company in connection with the adoption of the Amended Plan and the authorization of the issuance of the Plan Shares, and such documents as we have deemed necessary to render this opinion, including the Company’s Bylaws and Articles of Incorporation, as amended.

 

Based upon and subject to the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Amended Plan, will be validly issued, fully paid and nonassessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement.

 

	Sincerely,
	/s/ McDonald Carano Wilson LLP
	McDONALD CARANO WILSON LLP

 

100 W. LIBERTY STREET 10TH FLOOR RENO, NEVADA 89501   P.O. BOX 2670, RENO, NEVADA 89505 775-788-2000 · FAX 775-788-2020

ATTORNEYS AT LAW www.mcdonaldcarano.com

2300 WEST SAHARA AVENUE NO. 10 SUITE 1000 LAS VEGAS, NEVADA 89102 702-873-4100 FAX 702-873-9966

 

Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated October 10, 2014, relating to the consolidated balance sheets of OncoSec Medical Incorporated and Subsidiary as of July 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended July 31, 2014, 2013, and 2012 and for the period from inception (February 8, 2008) to July 31, 2014, and our report dated October 10, 2014, relating to the internal control over financial reporting as of July 31, 2014, appearing in the Company’s Annual Report on Form 10-K for the year ended July 31, 2014.

 

 

/s/ Mayer Hoffman McCann P.C.
San Diego, California
March 13, 2015