Current Report Filing (8-k)
22 December 2018 - 9:27AM
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):
December 18, 2018
ONCOSEC
MEDICAL INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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000-54318
(Commission
File
Number)
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98-0573252
(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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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 21, 2018, OncoSec Medical Incorporated (the “Company”) received a letter from the Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for
30 consecutive business days, and that, therefore, the Company is not in compliance with Nasdaq Listing
Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has automatically been afforded a 180-calendar day grace period, or until June
19, 2019, to regain compliance. The continued listing standard will be met if the consolidated closing bid price of the
Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar
day grace period.
If
the Company is not in compliance by June 19, 2019, the Company may be afforded a second 180-calendar day period to regain
compliance if it meets certain requirements. As of the date of this filing, the Company believes that it would be eligible for
a second 180-day grace period; however, such determination would not be made until June 19, 2019, and it is possible that
the Company will not meet those requirements at that time.
The
Company intends to monitor the closing bid price of its common stock and consider its available options to resolve the noncompliance
with the minimum bid price requirement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers.
Effective
December 20, 2018, the Company appointed Mr. Joon Kim (“Mr. Kim”) as a director on the Company’s Board of Directors
(the “Board”), effective as of December 20, 2018. Mr. Kim was appointed to the Board in conjunction with the second
closing of shares purchased by Alpha Holdings, Inc. (“Alpha”) on December 7, 2018. The Company previously announced
that it entered into a stock purchase agreement (the “Agreement”) with Alpha on August 31, 2018, pursuant to which
the Company agreed to issue and sell to Alpha 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”). Pursuant to the Agreement, Alpha received the option to
nominate a director to the Board and nominated Mr. Kim. Upon such nomination, the Board examined his credentials, experience,
and background and determined that Mr. Kim would be a valuable addition to the Board. Following such determination, the Board
unanimously agreed to appoint Mr. Kim to the Board, effective as of December 20, 2018.
Mr.
Kim, age 53, is an accomplished litigator and criminal law lawyer with extensive experience in both criminal and civil
litigation matters. As a partner in Lee & Ko’s International Litigation and Dispute Resolution and White Collar
Crime Practice Groups, Mr. Kim advises clients, both domestic and international, on a broad range of litigation
and dispute-resolution matters. With a particularly strong background in representing clients in court proceedings, Mr. Kim
has a comprehensive understanding of every stage of the litigation process, including all aspects of initial
investigatory/discovery proceedings, settlement negotiations, hearings, motions, trials, evidentiary issues and the handling
of post-judgment challenges and appeals.
Prior
to joining Lee & Ko, Mr. Kim worked for several years as litigation lawyer and served from 2008 to 2017
as a public prosecutor in California. Mr. Kim has first-chaired both jury and non-jury trials, and has been trained in all aspects
of litigation. During his time as a public prosecutor, Mr. Kim also had the experience of serving in 2016 as a research fellow
in Korea at the Institute of Justice, under the auspices of the Korean Ministry of Justice, where he worked closely with Korean
public prosecutors. Mr. Kim received his J.D. from Berkeley School of Law and his B.S. from the Berkeley School of Business.
Upon
his appointment as a director, Mr. Kim’s compensation for his services as a director, including his services on any committees
of the Company’s Board, will consist of a stock option award to purchase up to 100,000 shares of the Company’s common
stock, which vests in equal monthly installments over a 12-month period subject to continued service as a director on each vesting
date. No family relationships exist between Mr. Kim and any of the Company’s directors or other executive officers.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
2018 annual meeting of stockholders of Company was held on December 18, 2018. The following matters were voted on by the stockholders:
(i) the election of six directors; (ii) the ratification of the appointment of Mayer Hoffman McCann P.C. as Company’s independent
registered public accounting firm for the year ending July 31, 2019; (iii) the approval of an amendment to the Company’s
Articles of Incorporation to authorize the Company to issue up to 10,000,000 shares of blank check preferred stock, par value
$0.0001 per share, in one or more series as determined by the Board, with such rights, privileges, preferences and limitations
as the Board may, in its sole discretion, determine; and (iv) to approve, on an advisory basis, the compensation of Company’s
named executive officers. The results of the vote are summarized below.
Item
1: Election of directors:
Nominee
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Total
Votes For
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Total
Votes Withheld
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Broker
Non-Votes
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Dr. Avtar
Dhillon
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11,339,788
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2,978,572
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29,412,067
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Dr. James DeMesa
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13,323,880
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994,480
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29,412,067
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Daniel J. O’Connor
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12,306,383
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2,011,977
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29,412,067
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Punit S. Dhillon
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11,545,960
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2,772,400
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29,412,067
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Gregory Mayes
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13,154,409
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1,163,951
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29,412,067
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Robert E. Ward
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13,444,863
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873,497
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29,412,067
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Item
2: Ratification of the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting
firm for the year ending July 31, 2019:
Total
Votes For
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Total
Votes Against
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Abstention
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Broker
Non-Votes
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41,558,156
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1,081,705
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1,090,566
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N/A
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Item
3: Vote to approve an amendment to the Company’s Articles of Incorporation to authorize the Company to issue up to 10,000,000
shares of blank check preferred stock, par value $0.0001 per share, in one or more series as determined by the Board, with such
rights, privileges, preferences and limitations as the Board may, in its sole discretion, determine:
Total
Votes For
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Total
Votes Against
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Abstention
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Broker
Non-Votes
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7,957,743
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6,026,195
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334,422
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29,412,067
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Item
4: Vote to approve on an advisory basis, the compensation of the Company’s named executive officers:
Total
Votes For
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Total
Votes Against
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Abstention
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Broker
Non-Votes
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9,880,538
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3,560,190
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877,632
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29,412,067
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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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(Registrant)
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Date:
December 21, 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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