Current Report Filing (8-k)
September 04 2018 - 07:51AM
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): August 31, 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, CA 92121-1107
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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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
1.01 Entry into a Material Definitive Agreement.
On
September 4, 2018, OncoSec Medical Incorporated (the “Company”) announced that it entered into a stock purchase agreement
(the “Agreement”) with Alpha Holdings, Inc. (“Alpha Holdings”) on August 31, 2018, pursuant to which the
Company agreed to issue and sell to Alpha Holdings shares of its common stock equal to an aggregate amount of up to $15,000,000
at a market purchase price of $1.50 per share (the “Shares”), which was the closing price of the Company’s common
stock the day immediately before the Agreement was executed by the parties.
The
Shares will be sold in two tranches, the first of such tranches to close in approximately 60 days and the second to close by December
15, 2018. The Agreement includes customary representations, warranties, closing conditions and covenants by the Company and Alpha
Holdings, including a standstill agreement and limited pro-rata future participation rights subject to Alpha Holdings maintaining
significant specified stock ownership levels. The Shares will also be subject to a lock-up period of six months following the
respective purchase date of each tranche.
Alpha
Holdings has the option to nominate an observer to the Board of Directors of the Company following the closing of the first tranche
shares and has the option to nominate a director to the Board of Directors of the Company following the closing of the second
tranche. Each nomination is subject to Alpha Holdings maintaining significant specified stock ownership levels in the Company.
The
aggregate gross proceeds to the Company from the transaction are expected to be approximately $15,000,000, less expenses.
The
summary of the 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:
September 4, 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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