Current Report Filing (8-k)
September 11 2017 - 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):
September 7, 2017
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, California
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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 (
see
General Instruction A.2. below):
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[ ]
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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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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
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(d)
On September 7, 2017, the Board of Directors of OncoSec Medical Incorporated (the ”Company”) appointed Mr. Daniel
J. O’Connor, J.D., as a director on the Company’s Board of Directors and as a member of the Audit Committee, Compensation
Committee, Nominating and Corporate Governance Committee and Finance Committee of the Company’s Board of Directors, in each
case effective as of September 7, 2017. The Company’s Board of Directors has determined that Mr. O’Connor qualifies
as independent under applicable rules of the Nasdaq Stock Market.
Mr.
O’Connor, J.D., age 52, served in various senior roles for Advaxis, Inc. from August 2013 until his resignation in July
2017, including most recently as President and Chief Executive Officer. At Advaxis, Mr. O’Connor led the company in raising
more than $250 million in funding and facilitated the company’s transformation into a patient-focused cancer immunotherapy
company. During his tenure at Advaxis, Mr. O’Conner was also instrumental in establishing partnerships with other companies,
including Amgen Inc., Merck & Co. and Bristol-Myers Squibb. In addition, under his leadership, Advaxis advanced four new cancer
immunotherapy drug candidates into clinical trials, as well as several PD-1 combination clinical studies with Merck’s drug
Keytruda® and Bristol-Myers Squibb’s drug Opdivo®. Previously, Mr. O’Connor was Senior Vice President for
ImClone Systems, where he supported the clinical development, launch, and commercialization of ImClone’s drug ERBITUX®,
and the sale of ImClone to Eli Lilly in 2008. Prior to that, Mr. O’Connor served as General Counsel at PharmaNet (now inVentiv
Clinical Health), and was part of the senior leadership team that grew the company from a start-up contract research organization
into a leader in clinical research. Mr. O’Connor is a 1995 graduate of the Penn State University’s Dickinson School
of Law in Carlisle, Pennsylvania and currently serves as an Entrepreneur Trusted Advisor to its Dean. He graduated from the United
States Marines Corps Officer Candidate School in 1988 and was commissioned as an officer in the U.S. Marines, attaining the rank
of Captain while serving in Saudi Arabia during Operation Desert Shield. Mr. O’Connor is currently the Vice Chairman of
BioNJ and was formerly a New Jersey criminal prosecutor.
Mr.
O’Connor’s compensation for his services as a director, including his services on all committees of the Company’s
Board of Directors, will consist of annual cash compensation of $50,000. In addition, upon his appointment as a director, Mr.
O’Connor was granted a stock option award to purchase up to 100,000 shares of the Company’s common stock, which has
an exercise price of $1.08 and vests in equal monthly installments over a 12-month period subject to continued service as a director
on each vesting date. Additionally, upon his appointment, the Company entered into an indemnification agreement with Mr. O’Connor
in the same form as the indemnification agreements the Company has entered into with its other directors. In general, these indemnification
agreements require the Company to indemnify a director to the fullest extent permitted by law against liabilities that may arise
by reason of his or her service for the Company. Other than these arrangements, there are no arrangements or understandings between
Mr. O’Connor and any other persons pursuant to which he was selected as a director of the Company. Mr. O’Connor is
not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities
and Exchange Commission.
On
September 7, 2017, the Company issued a press release announcing the appointment of Mr. O’Connor as a director of the Company,
a copy of which is attached as
Exhibit 99.1
hereto and incorporated herein by reference.
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.
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ONCOSEC
MEDICAL INCORPORATED
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Dated:
September 11, 2017
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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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