SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 2, 2018
ONCOSEC MEDICAL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
3565 General Atomics Court, Suite 100
San Diego, California 92121
24 North Main Street
Pennington, NJ 08534-2218
(Address of Principal Executive Offices)
(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). 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 8.01 Other Events.
On November 2, 2018, OncoSec Medical Incorporated (the “Company”) entered into a Sales Agreement between the Company and Cantor Fitzgerald & Co. regarding an at-the-market offering (the “Offering”) of up to $30,000,000 worth of shares of the Company’s common stock, par value $0.0001 per share. A copy of the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
Alston & Bird LLP, counsel to the Company, delivered an opinion as to the validity of the shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
|1.1||Sales Agreement, dated November 2, 2018, between OncoSec Medical Incorporated and Cantor Fitzgerald & Co.|
|5.1||Opinion of Alston & Bird LLP.|
|23.1||Consent of Alston & Bird LLP (included in the opinion filed as Exhibit 5.1).|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ONCOSEC MEDICAL INCORPORATED|
|Date: November 2, 2018|
|By:||/s/ Daniel J. O’Connor|
|Name:||Daniel J. O’Connor|
|Title:||Chief Executive Officer and President|