Current Report Filing (8-k)
July 01 2016 - 5:01PM
Edgar (US Regulatory)
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): June 29, 2016
OncoSec
Medical Incorporated
(Exact
name of registrant as specified in its charter)
Nevada
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000-54318
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98-0573252
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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5820
Nancy Ridge Drive
San
Diego, CA
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92121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(855) 662-6732
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.02 Termination of a Material Definitive Agreement.
OncoSec
Medical Incorporated (the “
Company
”) and Rev.1 Engineering Inc. (“
Rev.1
”) entered into a
Research and Development Services Agreement effective March 6, 2015 (the “
Agreement
”). The Company and Rev.1
entered into an Amendment No. 1 to Research and Development Services Agreement effective February 17, 2016 (the “
Amendment
,”
and collectively with the Agreement, the “
Amended Agreement
”). Under the Amended Agreement, Rev.1 has provided
research and development services to the Company relating to certain Company device development efforts.
As
part of the Company’s normal business practice of reviewing the cost and efficiency of its programs, the Company has terminated
the Amended Agreement in a notice to Rev.1 dated June 29, 2016. The termination will be effective July 31, 2016 (the “
Termination
Date
”). On the Termination Date, as a termination fee, the Company will forfeit to Rev.1 any remaining portion of the
deposit that was pre-paid under the Amended Agreement. As of May 31, 2016, approximately $203,249 of the deposit remained outstanding.
As provided in the Amended Agreement, ten percent of each invoice will continue to be applied against and will thereby reduce
the deposit amount that the Company will forfeit on the Termination Date.
The
Company will now work with Rev.1 to transition its projects from Rev.1 to the Company in advance of the Termination Date.
The
foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by the full text
of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference,
and by the full text of the Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Research
and Development Services Agreement, dated March 6, 2015, by and between the Company and Rev.1 Engineering Inc.
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10.2
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Amendment
No. 1 to Research and Development Services Agreement, dated February 17, 2016, by and between the Company and Rev.1 Engineering
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
July 1, 2016
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OncoSec
Medical Incorporated
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By:
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/s/
Punit Dhillon
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Name:
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Punit
Dhillon
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Title:
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President
and Chief Executive Officer
(Principal
Executive Officer)
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