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Share Name | Share Symbol | Market | Type |
---|---|---|---|
OncoSec Medical Incorporated | NASDAQ:ONCS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2772 | 0.265 | 0.2651 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on June 12, 2017
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ONCOSEC MEDICAL INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada | 98-0573252 | |
(State or other jurisdiction of | (I.R.S. Employer | |
Incorporation or organization) | Identification No.) |
5820 Nancy Ridge Drive
San Diego, CA 92121
(Address of principal executive offices, including zip code)
OncoSec Medical Incorporated 2011 Stock Incentive Plan
(Full title of the plan)
Punit
Dhillon
President and Chief Executive Officer
OncoSec Medical Incorporated
5820 Nancy Ridge Drive
San Diego, CA 92121
(855) 662-6732
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
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 7(a)(2)(B) of the Securities Act . [ ]
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to
be registered (1) |
Proposed maximum
offering price per share (2) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
||||||||
Common Stock, par value $0.0001 per share | 1,000,000 | $ | 1.095 | $ | 1,095,000 | $ | 126.91 |
(1) | Represents additional shares of the common stock, par value $0.0001 per share (the “Common Stock”), of OncoSec Medical Incorporated (the “Registrant”) authorized for issuance under the OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended (the ”Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices of the registrant’s common stock reported on the Nasdaq Capital Market on June 5, 2017. |
EXPLANATORY NOTE
This Registration Statement registers (a) an additional 500,000 shares of the Registrant’s Common Stock that may be offered and sold under the Plan pursuant to an amendment of the Plan approved by the Board of Directors of the Registrant on October 11, 2016 and approved by the Shareholders of the Registrant on December 6, 2016 and (b) an additional 500,000 shares of the Registrant’s Common Stock that may be offered and sold under the Plan, pursuant to the January 3, 2017 automatic increase in authorized shares provided in Section 3(a) of the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Pursuant to General Instruction E. to Form S-8, the contents of the Registrant’s previously filed registration statements on Form S-8 relating to the Plan (File No. 333-176537, File No. 333-188726, File No. 333-197678, File No. 333-202752 and File No. 333-209948), filed with the Securities and Exchange Commission on August 29, 2011, May 21, 2013, July 28, 2014, March 13, 2015 and March 4, 2016, respectively, including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.
Item 8. Exhibits.
Exhibit
Number |
Document | |
4.1 | OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended | |
5.1 | Opinion of McDonald Carano LLP | |
23.1 | Consent of McDonald Carano LLP (contained in Exhibit 5.1) | |
23.2 | Consent of Mayer Hoffman McCann P.C. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on June 12, 2017.
ONCOSEC MEDICAL INCORPORATED | ||
By: | /s/ Punit Dhillon | |
Punit Dhillon | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Punit Dhillon | President, Chief Executive Officer and Director | June 12, 2017 | ||
Punit Dhillon | ( Principal Executive Officer ) | |||
/s/ Richard Slansky | Chief Financial Officer | June 12, 2017 | ||
Richard Slansky | ( Principal Financial and Accounting Officer ) | |||
/s/ James DeMesa | Director | June 12, 2017 | ||
James DeMesa | ||||
/s/ Avtar Dhillon | Director | June 12, 2017 | ||
Avtar Dhillon | ||||
/s/ Anthony Maida | Director | June 12, 2017 | ||
Anthony Maida |
EXHIBIT INDEX
Exhibit
Number |
Document | |
4.1 | OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended | |
5.1 | Opinion of McDonald Carano LLP | |
23.1 | Consent of McDonald Carano LLP (contained in Exhibit 5.1) | |
23.2 | Consent of Mayer Hoffman McCann P.C. |
1 Year OncoSec Medical Chart |
1 Month OncoSec Medical Chart |
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