Current Report Filing (8-k)
December 07 2016 - 6:05AM
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): December 6, 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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Amendment
and Restatement of 2011 Stock Incentive Plan.
On
December 6, 2016, OncoSec Medical Incorporated (the “Company”) held its annual shareholder meeting (the “Annual
Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s
2011 Stock Incentive Plan (the “2011 Plan”), as described in our definitive proxy statement for the Annual Meeting
filed with the Securities and Exchange Commission on October 27, 2016 (the “Proxy Statement”). The amendment and restatement
of the 2011 Plan previously had been approved, subject to shareholder approval, by the Compensation Committee of the Board of
Directors of the Company.
A
summary of the amendment and restatement of the 2011 Plan is set forth in the Proxy Statement. That summary and the foregoing
description of the amendment and restatement are qualified in their entirety by reference to the text of the amended and restated
2011 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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At
the Annual Meeting, held on December 6, 2016 at the Company’s headquarters located at 5820 Nancy Ridge Drive, San Diego,
California 92121, the Company’s shareholders voted on three proposals, each of which is described in detail in the Proxy
Statement.
The
final voting results on the matters presented at the Annual Meeting were as follows:
Proposal
1
—To elect four directors to the Company’s Board of Directors to serve for a term of one year or until their successors
are duly elected and qualified.
Directors
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For
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Withheld
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Broker
Non-Votes
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Dr. Avtar Dhillon
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1,795,737
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667,104
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10,803,878
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Dr. Anthony Maida
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2,006,371
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456,470
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10,803,878
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Dr. James DeMesa
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1,815,768
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647,073
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10,803,878
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Punit Dhillon
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1,774,765
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688,076
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10,803,878
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Proposal
2
—To approve an amendment and restatement of the Company’s 2011 Stock Incentive Plan to increase the number of
shares reserved for issuance thereunder and to make certain other changes.
For
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Against
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Abstain
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Broker
Non-Votes
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1,344,084
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946,204
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172,553
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10,803,878
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Proposal
3
—To ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending July 31, 2017.
For
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Against
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Abstain
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Broker
Non-Votes
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12,770,816
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197,528
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298,375
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—
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit
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Description
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10.1
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OncoSec
Medical Incorporated 2011 Stock Incentive Plan, as amended and restated December 6, 2016.
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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:
December 7, 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
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