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EX-3.1 - ONCOSEC MEDICAL Incex3-1.htm

 

 

 

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): May 29, 2020

 

ONCOSEC MEDICAL INCORPORATED

(Exact Name of Registrant as Specified in Charter)

 

Nevada

(State or Other Jurisdiction

of Incorporation)

 

000-54318

(Commission

File Number)

 

98-0573252

(IRS Employer

Identification No.)

 

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:

 

  [  ] Written communications pursuant to Rule 425 under the Securities Act.
     
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
     
  [  ] Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
     
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

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. [  ]

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   ONCS   NASDAQ Capital Market

 

 

 

   

 

 

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As described under Item 5.07 of this Current Report on Form 8-K, on May 29, 2020, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of OncoSec Medical Incorporated (the “Company”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment to the Articles of Incorporation to: (i) increase the number of authorized shares of the Company’s common stock by 74,000,000 shares, and (ii) to include a waiver of the duty of certain directors to present corporate opportunities to the Company (the “Amendment”).

 

On May 29, 2020, following the Annual Meeting, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Nevada. The Certificate became effective upon filing with the Secretary of State of the State of Nevada. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on May 29, 2020. The following matters were voted on by the stockholders: (i) the election of nine directors to the Company’s Board of 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, 2020; (iii) the approval of an amendment to Company’s Articles of Incorporation to increase the Company’s authorized share capital by 74,000,000 shares of common stock; (iv) the approval of certain amendments to the Company’s 2011 Stock Incentive Plan; (v) the approval of the payment of a portion of 2019 annual bonuses to certain officers of the Company in shares of the Company’s common stock; (vi) the approval, on an advisory basis, of the compensation of Company’s named executive officers; (vii) the approval, on an advisory basis, of the frequency of the advisory vote on compensation of our named executive officers; and (viii) the approval of an amendment to the Company’s Articles of Incorporation to include a waiver of the duty of certain directors to present corporate opportunities to the Company. The results of the vote are summarized below.

 

Item 1: Election of directors:

 

Nominee  Total Votes For   Total Votes
Withheld
   Broker Non-Votes 
Dr. Margaret Dalesandro   14,777,838    219,712    4,629,520 
                
Daniel J. O’Connor   14,626,562    370,988    4,629,520 
                
Dr. James DeMesa   14,765,427    232,123    4,629,520 
                
Joon Kim   14,693,780    303,770    4,629,520 
                
Dr. Herbert Kim Lyerly   14,886,418    111,132    4,629,520 
                
Kevin R. Smith   14,691,477    306,073    4,629,520 
                
Robert E. Ward   14,765,142    232,408    4,629,520 
                
Dr. Yuhang Zhao   14,667,764    329,786    4,629,520 
                
Chao Zhou   14,665,813    331,737    4,629,520 

 

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, 2020:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes
18,859,250   355,858   411,962   N/A

 

   

 

 

Item 3: Vote to approve an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized share capital by 74,000,000 shares of common stock:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes

17,511,253

 

1,762,107

 

353,710

  N/A

 

Item 4: Vote to approve certain amendments to the Company’s 2011 Stock Incentive Plan:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes

14,163,975

 

739,973

 

93,602

 

4,629,520

 

Item 5: Vote to approve the payment of a portion of 2019 annual bonuses to certain officers of the Company in shares of the Company’s common stock:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes

14,630,971

 

345,505

 

21,074

 

4,629,520

 

Item 6: Vote to approve on an advisory basis, the compensation of the Company’s named executive officers:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes

14,550,138

 

358,758

  88,654   4,629,520

 

Item 7: Vote to approve on an advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers:

 

Three Years   Two Years   One Year   Abstention   Broker Non-Votes

14,050,160

 

73,818

 

768,374

  105,198   4,629,520

 

Item 8: Vote to approve an amendment to the Company’s Articles of Incorporation to include a waiver of the duty of certain directors to present corporate opportunities to the Company:

 

Total Votes For   Total Votes Against   Abstention   Broker Non-Votes

14,563,670

  413,788   20,092   4,629,520

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is filed herewith:

 

Exhibit
Number
  Description
     
3.1   Certificate of Amendment of Amended and Restated Articles of Incorporation of OncoSec Medical Incorporated.

 

   

 

 

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.

 

    ONCOSEC MEDICAL INCORPORATED
    (Registrant)
       
Date: May 29, 2020   By: /s/ Daniel J. O’Connor
    Name: Daniel J. O’Connor
    Title: Chief Executive Officer and President