ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Material Modification to Rights of Security Holders

ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On May 20, 2019, OncoSec Medical Incorporated, a Nevada corporation (the “Company”) filed a Certificate of Change (the “Certificate”) to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all of the shares of the Company’s common stock, par value 0.0001 per share (the “Common Stock”). The Certificate will become effective as of 5:00 p.m., Eastern Standard Time, on May 20, 2019. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no shareholder approval was required.

As a result of the Reverse Stock Split, every ten shares of Common Stock will be automatically combined into one share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be paid in cash in a proportionate amount based on the closing price of the Common Stock as reported by the Nasdaq Capital Market on the day immediately preceding the effective date of the Reverse Stock Split. In addition, proportionate adjustments will be made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans.

The Common Stock will begin trading on a split-adjusted basis at the open of business on the May 21, 2019. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 68234L306.

On May 20, 2019 the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.


ONCOSEC MEDICAL Inc Exhibit

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About ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS)

OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.

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