Current Report Filing (8-k)
04 Januar 2023 - 10:11PM
Edgar (US Regulatory)
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2022-12-30
2022-12-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 30, 2022
ONCOSEC
MEDICAL INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
000-54318 |
|
98-0573252 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
24
North Main Street, Pennington,
NJ |
|
08534-2218 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (855) 662-6732
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
ONCS |
|
Nasdaq Capital
Market |
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
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
January 3, 2023, OncoSec Medical Incorporated (the “Company”) filed a Certificate of Amendment (the “Certificate”)
to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of shares of
the Company’s common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares (the “Charter Amendment”).
The Charter Amendment became effective upon filing the Certificate with the Secretary of State of the State of Nevada.
As
disclosed in Item 5.07 of this Current Report on Form 8-K (this “Current Report”), the Charter Amendment was approved by
the Company’s stockholders at a special meeting of stockholders held on December 30, 2022 (the “Special Meeting”).
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate, a copy of which is filed as Exhibit 3.01 to this Current Report and incorporated in this Item 5.03 by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 30, 2022, the Company held the Special Meeting in a virtual format. At the Special Meeting, 2,392,143 of the 2,970,515 outstanding
shares of Company common stock, or approximately 80.52%, as of the record date, December 1, 2022, were present or represented by proxy.
The sole proposal presented to stockholders for approval at the Special Meeting was approval of the Charter Amendment. The final voting
results on the proposal presented for stockholder approval at the Special Meeting were as follows:
Proposal:
Vote to approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s
common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares:
Total
Votes For |
|
Total
Votes Against |
|
Abstention |
|
Broker
Non-Votes |
2,319,620 |
|
59,629 |
|
12,894 |
|
N/A |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed herewith:
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.
Date:
January 4, 2023 |
OncoSec
Medical Incorporated |
|
|
|
|
By: |
/s/
Robert H. Arch |
|
Name: |
Robert
H. Arch |
|
Title: |
President
and Chief Executive Officer |
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