Current Report Filing (8-k)
October 09 2018 - 5:21PM
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):
October 9, 2018
ONCOSEC
MEDICAL INCORPORATED
(Exact
Name of Registrant as Specified in 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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(IRS
Employer
Identification
No.)
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3565
General Atomics Court, Suite 100
San Diego, California 92121
24
North Main Street
Pennington,
NJ 08534-2218
(Address
of Principal Executive Offices)
(855)
662-6732
(Registrant’s
telephone number, including area code)
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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act.
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
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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). [ ]
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
8.01 Other Events.
On
October 9, 2018, OncoSec Medical Incorporated (the “Company”) completed the first closing of 5,333,333
shares of its $0.0001 par value common stock (the “Common Stock”) from the Company’s previously announced registered
direct offering. In connection with the offering, on August 31, 2018, the Company entered into a stock purchase agreement
(“Purchase Agreement”) with Alpha Holdings, Inc. The Company received total proceeds, before expenses, of $8 million
in cash from the offering. There were no underwriting or placement agent fees associated with the offering. The second closing
of 4,666,667 shares of Common Stock is expected to occur on or before December 15, 2018.
The
Company registered the sale of the shares with the Securities and Exchange Commission (the “SEC”) pursuant to a Registration
Statement on Form S-3, as amended (File No. 333-213036) (the “Registration Statement”) filed on August 9, 2016, and
declared effective by the SEC August 26, 2016, covering shares of the Company’s Common Stock. The Company is filing this
current report on Form 8-K in order to cause certain information contained herein and in the exhibits hereto to be incorporated
into the Registration Statement by reference.
The summary of the Purchase Agreement set forth above does not purport to be complete and is subject to and qualified in its entirety
by reference to the text of such agreement.
Item 9.01
Financial Statements and Exhibits.
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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(Registrant)
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Date:
October 9, 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 and President
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