Current Report Filing (8-k)
June 10 2019 - 8:31AM
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):
June 7, 2019
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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Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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ONCS
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NASDAQ
Capital Market
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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
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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On
June 7, 2019, the Board of Directors of OncoSec Medical Incorporated (the “Company”) adopted the OncoSec Medical Incorporated
Change in Control Plan (the “Change in Control Plan” or the “Plan”). A change of control may occur
upon the sale or acquisition of the Company, or substantially all of the assets of the Company, due to a merger or acquisition
transacted between the Company and other corporate entity. A change of control would trigger the provisions of the Plan.
Under
the Change in Control Plan, if an executive officer’s employment is terminated by the Company without Cause or by the executive
officer for Good Reason (as such terms are defined in the Plan) during the period beginning three months prior to or 18 months
following a Change in Control of the Company (as defined in the Plan), then the executive officer will be entitled to a pro rata
target annual bonus, plus a cash severance payment in an amount equal to the product of 2.0, in the case of the Company’s
Chief Executive Officer, or 1.5, in the case of the Company’s other executive officers, multiplied by the sum of the executive’s
base salary and his or her target annual bonus. In addition, the executive officer will be entitled to continued coverage at no
cost to the executive under the Company’s group health and welfare plans for period of 24 months, in the case of the Chief
Executive Officer, or 18 months, in the case of the other executive officers.
In
addition, upon a Change in Control of the Company, unvested equity awards held by executive officers will be accelerated as follows:
(i) outstanding stock options and other awards in the nature of rights that may be exercised will become fully vested and exercisable,
(ii) time-based restrictions on restricted stock, restricted stock units and other equity awards will lapse and the awards will
become fully vested, and (iii) performance-based equity awards will become vested and shall be deemed earned based on an assumed
achievement of all relevant performance goals at “target” levels, and will payout pro rata to reflect the portion
of the performance period that had elapsed prior to the Change in Control. For certain non-executive participants, the plan also
provides for cash severance payments and the temporary continuation of certain health benefits in the event of a Change in Control.
To
receive any severance benefits under the Plan, a participant must execute a general release of claims against the Company.
The
foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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:
June 10, 2019
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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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