ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.
| Unregistered Sales of Equity Securities. |
Exchange Offer.
This Current Report on Form 8-K relates to the grant of stock
options (the new stock options) by
OncoSec Medical Incorporated (OncoSec
or the Company) to certain employees,
directors and consultants of the Company (the
eligible participants), in exchange for
the cancellation of certain stock options (the
eligible stock options) tendered by
such eligible participants in the Companys exchange offer (the
Exchange Offer) commenced on November
16, 2016. The Exchange Offer was completed on the terms and under
the conditions set forth in the Offer to Exchange Certain Stock
Options for New Stock Options, dated November 16, 2016 (the
Offer to Exchange), filed as Exhibit
(a)(1)(A) to the Companys Tender Offer Statement on Schedule TO
related to the Exchange Offer, the related Election and
Withdrawal Form, filed as Exhibit (a)(1)(C) to the Companys
Tender Offer Statement on Schedule TO related to the Exchange
Offer, and the terms and conditions of the applicable stock
option grant documents.
The Exchange Offer expired at 9:00 p.m., Pacific Time, on
December 14, 2016. Effective as of December 14, 2016, OncoSec
cancelled all eligible stock options that were tendered in the
Exchange Offer and, in exchange, granted new stock options with
the terms described below. The results of the Exchange Offer were
as follows:
| No. of Shares Subject to Eligible Stock Options Exchanged | ||||||||||
| Exercise Price of $3.00 $9.99 (Exchanged at a ratio of 2:1) |
Exercise Price of $10.00 or More (Exchanged at a ratio of 3:1) |
Total No. of Shares Subject to New Stock Options Granted | ||||||||
| 1,994,250 | 220,250 | 1,070,536 | ||||||||
The new stock options granted in the Exchange Offer have
following terms, as described in more detail in the Offer to
Exchange:
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The number of shares subject to each new stock option is equal to 1/2 of the number of shares subject to each surrendered eligible stock option with an exercise price between $3.00 and $9.99 and 1/3 of the number of shares subject to each surrendered eligible stock option with an exercise price of $10.00 or more; |
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Each new stock option has an exercise price per share of $1.29, the closing price of OncoSecs common stock as reported by the NASDAQ Capital Market on December 14, 2016; |
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Each new stock option has a new contractual term that is equal in length to the term that was originally provided for in the surrendered eligible stock option; |
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Each new stock option is subject to a new vesting period, with 25% of such stock options vesting upon grant and the remaining 75% of such stock options vesting in equal, monthly increments over a period equal in length to the vesting period of the surrendered eligible stock option; |
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Each new stock option is granted under the OncoSec Medical Incorporated 2011 Stock Incentive Plan (the 2011 Plan); and |
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The other terms and conditions of each new stock option are generally consistent with the surrendered eligible stock option and the Companys standard stock option awards granted under the 2011 Plan. |
The new stock options were granted in reliance upon the exemption
from registration afforded by Section 3(a)(9) of the Securities
Act of 1933, as amended, based on the following facts: (i) the
Exchange Offer was made, and the new stock options were granted,
to the Companys existing security holders exclusively; and (ii)
no commission or other remuneration was paid or given directly or
indirectly for soliciting the Exchange Offer.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) |
Director and Named Executive Officer Participation in Exchange Offer. |
As described above and in the Offer to Exchange, all members of
OncoSecs Board of Directors and all of OncoSecs executive
officers were eligible to participate in the Exchange Offer with
respect to any eligible stock options held by them. As a result,
on December 14, 2016, to and as part of the Exchange Offer,
eligible stock options were surrendered by the directors and
named executive officers of the Company in the amounts shown
below, and new stock options were issued to the directors and
named executive officers of the Company in the amounts shown
below.
| No. of Shares Subject to Eligible Stock Options Exchanged | ||||||||||||
|
Name and Position of Directors and Executive Officers |
Exercise Price of $3.00 $9.99 (Exchanged at a ratio of 2:1) |
Exercise Price of $10.00 or More (Exchanged at a ratio of 3:1) |
Total No. of Shares Subject to New Stock Options Granted |
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| Avtar Dhillon, Chairman of the Board of Directors | 522,500 | 12,500 | 265,416 | |||||||||
|
Punit Dhillon, President, Chief Executive Officer and Director |
562,500 | 100,000 | 314,583 | |||||||||
| James DeMesa, Director | ||||||||||||
| Anthony Maida, Director | ||||||||||||
| Richard Slansky, Chief Financial Officer | 225,000 | 112,500 | ||||||||||
|
Sheela Mohan-Peterson, Chief Legal and Compliance Officer |
90,250 | 45,125 | ||||||||||
| Robert Pierce, former Chief Scientific Officer | 241,500 | 120,750 | ||||||||||
| Mai Le, former Chief Medical Officer | ||||||||||||
| All directors and named executive officers, collectively | 1,641,750 | 112,500 | 858,374 | |||||||||
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. ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Recent Trading Information
ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) closed its last trading session down -0.03 at 1.30 with 115,985 shares trading hands.
