As filed with the Securities and Exchange Commission on July 28, 2014
Registration No. 333-
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.)
|
9810 Summer Ridge Road, Suite 110
San Diego, CA 92121
(Address of principal executive offices, including zip code)
OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended and restated
(Full title of the plan)
Punit Dhillon
President and Chief Executive Officer
OncoSec Medical Incorporated
9810 Summer Ridge Road, Suite 110
San Diego, CA 92121
(855) 662-6732
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Steven G. Rowles, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive
San Diego, California 92130
(858) 720-5100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
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
|
|
16,000,000
|
|
$
|
0.50
|
|
$
|
8,000,000
|
|
$
|
1,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 and restated (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 last sale prices of the registrants common stock reported on the OTC Markets Group Inc.s OTCQB tier on July 21, 2014.
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 July 28, 2014.
|
ONCOSEC MEDICAL INCORPORATED
|
|
|
|
|
|
By:
|
/s/ Punit Dhillon
|
|
|
Punit Dhillon
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Punit Dhillon and Veronica Vallejo, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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
|
|
July 28, 2014
|
Punit Dhillon
|
|
(
Principal Executive Officer
)
|
|
|
|
|
|
|
|
/s/ Veronica Vallejo
|
|
Chief Financial Officer
|
|
July 28, 2014
|
Veronica Vallejo
|
|
(
Principal Financial and Accounting Officer
)
|
|
|
|
|
|
|
|
/s/ James DeMesa
|
|
Director
|
|
July 28, 2014
|
James DeMesa
|
|
|
|
|
|
|
|
|
|
/s/ Avtar Dhillon
|
|
Director
|
|
July 28, 2014
|
Avtar Dhillon
|
|
|
|
|
|
|
|
|
|
/s/ Anthony Maida
|
|
Director
|
|
July 28, 2014
|
Anthony Maida, III
|
|
|
|
|
3