Current Report Filing (8-k)
February 02 2018 - 5:03PM
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):
February 1, 2018
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
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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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
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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
1.01
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Entry
into a Material Definitive Agreement.
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On
February 1, 2018, OncoSec Medical Incorporated (the “Company”) entered into a Purchase Agreement (the “Purchase
Agreement”) with Piper Jaffray & Co., as representative of the several underwriters named therein (the “Underwriters”).
Pursuant to the Purchase Agreement, the Company agreed to sell to the Underwriters, in a firm commitment underwritten public offering,
13,333,334 shares of its common stock, par value $0.0001 per share, at a purchase price of $1.50 per share, less underwriting
discounts and commissions (the “Shares”). In addition, the Company has granted the Underwriters a 30-day option
to purchase up to an additional 2,000,000 shares of common stock at the public offering price, less underwriting discounts and
commissions. The transactions contemplated by the Purchase Agreement are expected to close on February 5, 2018, subject to customary
closing conditions. A copy of the Purchase Agreement is being attached hereto as Exhibit 1.1 and is incorporated by reference
herein.
Piper
Jaffray & Co. is acting as lead book-running manager for the offering. Cantor Fitzgerald & Co. is also acting as a book
runner.
H.C.
Wainwright & Co., LLC, Joseph Gunnar & Co., LLC and Maxim Group, LLC are acting as financial advisors for the offering.
The
net proceeds to the Company are expected to be approximately $17.9 million, assuming no exercise of the option to purchase
additional Shares and after deducting underwriting discounts and commission and estimated expenses payable by the Company associated
with this offering.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
McDonald
Carano LLP
, counsel to the Company, delivered an opinion as
to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
Item
9.01
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Financial
Statements and Exhibits.
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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:
February 2, 2018
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By:
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/s/
Daniel J. O’Connor
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Name:
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Daniel
J. O’Connor
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Title:
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Chief
Executive Officer
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