UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
ONCOSEC
MEDICAL INCORPORATED
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Options
to Purchase Common Stock, Par Value $0.0001 Per Share
(Title
of Class of Securities)
68234L108
(CUSIP
Number of Class of Securities Underlying Options)
Punit
Dhillon
President
and Chief Executive Officer
OncoSec
Medical Incorporated
5820
Nancy Ridge Drive
San
Diego, California 92121
(855)
662-6732
(Name,
address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copy
to:
Steven
G. Rowles
Morrison
& Foerster LLP
12531
High Bluff Drive, Suite 100
San
Diego, California 92130
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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$2,221,592
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$444
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*
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This Transaction
Valuation was calculated solely for purposes of determining the filing fee and should not be used for any other purpose. This
amount assumes that stock options to purchase 2,479,671 shares of the Issuer’s common stock having an aggregate
value of $2,479,671 based on the Black-Scholes option pricing model as of November 11, 2016 will be exchanged
pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange
Act of 1934, as amended, equals $200 for each $1,000,000 of the aggregate amount of the Transaction Valuation.
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[ ]
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Check the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid: Not applicable.
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Filing
party: Not applicable.
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Form
or Registration No.: Not applicable.
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Date
filed: Not applicable.
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[ ]
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Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the statement relates:
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[ ]
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third
party tender offer subject to Rule 14d-1.
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[X]
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issuer
tender offer subject to Rule 13e-4.
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[ ]
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going-private
transaction subject to Rule 13e-3.
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[ ]
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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[ ]
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Rule
13e-4(i) (Cross-Border Issuer Tender Offer).
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[ ]
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Rule
14d-1(d) (Cross-Border Third-Party Tender Offer).
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This
Tender Offer Statement on Schedule TO relates to an offer (the “
Exchange Offer
”) by OncoSec Medical
Incorporated, a Nevada corporation (“
OncoSec
” or the “
Company
”), to exchange
certain stock options to purchase up to an aggregate of 3,394,011 shares of its common stock that have been granted to eligible
participants for a lesser number of new stock options with a lower exercise price. The stock options eligible for exchange in
the Exchange Offer are described in the Offer to Exchange (as defined below) and are referred to herein as the “
Eligible
Options
.” Each new stock option will be granted pursuant to OncoSec’s 2011 Stock Incentive Plan, as amended
and restated. An “
eligible participant
” refers to an employee (including executive officers), director
or acting consultant of OncoSec as of the commencement of the Exchange Offer and through the expiration date of the Exchange Offer.
Attached
hereto as Exhibit (a)(1)(A) is the Offer to Exchange Certain Stock Options for New Stock Options, dated November 16, 2016 (the
“
Offer to Exchange
”). The information in the Offer to Exchange, including all schedules thereto, is
incorporated herein by reference in response to the items required in this Schedule TO. OncoSec is making the Exchange Offer upon
the terms and subject to the conditions set forth in the Offer to Exchange and in the related accompanying Election and Withdrawal
Form, attached hereto as Exhibit (a)(1)(C).
Item
1. Summary Term Sheet.
The
information set forth under
Summary Term Sheet—Questions and Answers
in the Offer to Exchange is incorporated herein
by reference.
Item
2. Subject Company Information.
OncoSec
is the issuer of the securities subject to the Exchange Offer. The address of OncoSec’s principal executive office is 5820
Nancy Ridge Drive, San Diego, California 92121, and the telephone number at that address is (855) 662-6732.
The
subject class of securities consists of the Eligible Options. The actual number of shares of common stock subject to the new stock
options to be issued in the Exchange Offer will depend upon the number of shares of common stock subject to the Eligible Options
that are tendered by eligible participants and accepted for exchange and cancelled. The information set forth in the Offer to
Exchange under
Summary Term Sheet—Questions and Answers
and the sections under
The Exchange Offer
titled
Eligible
Stock Options; Eligible Participants; Expiration Date, Acceptance of Eligible Stock Options; New Stock Options
and
Source
and Amount of Consideration; Terms of New Stock Options
is incorporated herein by reference.
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(c)
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Trading
Market and Price.
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The
information set forth in the Offer to Exchange under
The Exchange Offer—Price Range of Our Common Stock
is incorporated
herein by reference.
Item
3. Identity and Background of Filing Person.
The
filing person is the issuer. The information set forth under Item 2(a) above and in Schedule B to the Offer to Exchange is incorporated
by reference.
Item
4. Terms of the Transaction.
The
information set forth in the Offer to Exchange under
Summary Term Sheet—Questions and Answers
,
Risk Factors
and the sections under
The Exchange Offer
titled
Eligible Stock Options; Eligible Participants; Expiration Date
,
Procedures for Electing to Exchange Eligible Stock Options
,
Withdrawal Rights
,
Acceptance of Eligible Stock Options;
New Stock Options
,
Conditions of the Exchange Offer
,
Source and Amount of Consideration; Terms of New Stock Options
,
Information About Us; Financial Information
,
Accounting Consequences of the Exchange Offer
,
Material U.S. Federal
Income Tax Consequences
and
Extension of the Exchange Offer; Termination; Amendment
is incorporated herein by reference.
All
members of the Company’s Board of Directors and all of the Company’s executive officers who hold Eligible Options
are eligible to participate in the Exchange Offer. The information set forth in the Offer to Exchange under
The Exchange Offer
—
Procedures
for Electing to Exchange Eligible Stock Options
,
The Exchange Offer
—
Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Our Securities
and in Schedule B to the Offer to Exchange is incorporated herein
by reference.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
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(e)
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Agreements
Involving the Subject Company’s Securities.
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The
information set forth in the Offer to Exchange under
The Exchange Offer—Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Our Securities
and in Schedule B to the Offer to Exchange is incorporated herein
by reference. The OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended and restated, and forms of employee and consultant
Notices of Stock Option Award and Stock Option Award Agreements under such plan, filed as Exhibits (d)(1), (d)(2) and (d)(3) hereto,
also contain information regarding the Company’s securities.
Item
6. Purposes of the Transaction and Plans or Proposals.
The
information set forth in the Offer to Exchange under
The Exchange Offer—Purpose of the Exchange Offer
is incorporated
herein by reference.
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(b)
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Use
of Securities Acquired.
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The
information set forth in the Offer to Exchange under
The Exchange Offer
—
Acceptance of Eligible Stock Options;
New Stock Options
and
The Exchange Offer
—
Accounting Consequences of the Exchange Offer
is incorporated
herein by reference.
The
information set forth in the Offer to Exchange under
The Exchange Offer—Purpose of the Exchange Offer
is incorporated
herein by reference.
Item
7. Source and Amount of Funds or Other Consideration.
The
information set forth in the Offer to Exchange under
The Exchange Offer
—
Source and Amount of Consideration; Terms
of New Stock Options
and
The Exchange Offer
—
Fees and Expenses
is incorporated herein by reference.
The
information set forth in the Offer to Exchange under
The Exchange Offer—Conditions of the Exchange Offer
is incorporated
herein by reference.
Not
applicable.
Item
8. Interest in Securities of the Subject Company.
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(a)
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Securities
Ownership.
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The
information set forth in the Offer to Exchange under
The Exchange Offer—Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Our Securities
and in Schedule B to the Offer to Exchange is incorporated herein
by reference.
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(b)
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Securities
Transactions.
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The
information set forth in the Offer to Exchange under
The Exchange Offer—Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Our Securities
and in Schedule B to the Offer to Exchange is incorporated herein
by reference.
Item
9. Person/Assets, Retained, Employed, Compensated or Used.
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(a)
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Solicitations
or Recommendations.
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Not
applicable.
Item
10. Financial Statements.
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(a)
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Financial
Information.
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The
information set forth in the Offer to Exchange under
The Exchange Offer
—
Information About Us; Financial Information
,
The Exchange Offer
—
Additional Information
and in Schedule A to the Offer to Exchange is incorporated herein
by reference. OncoSec’s Annual Report on Form 10-K for its fiscal year ended July 31, 2016 can also be accessed electronically
on the Securities and Exchange Commission’s website at http://www.sec.gov.
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(b)
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Pro
Forma Information.
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Not
applicable.
Item
11. Additional Information.
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(a)
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Agreements,
Regulatory Requirements and Legal Proceedings.
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The
information set forth in the Offer to Exchange under
Risk Factors
,
The Exchange Offer
—
Interests of Directors
and Executive Officers; Transactions and Arrangements Concerning Our Securities
and
The Exchange Offer
—
Legal
Matters; Regulatory Approvals
is incorporated herein by reference. The OncoSec Medical Incorporated 2011 Stock Incentive Plan,
as amended and restated, the forms of employee and consultant Notices of Stock Option Award and Stock Option Award Agreements
under such plan, and certain compensatory and other agreements between the Company and certain of its executive officers and directors,
filed as Exhibits (d)(1) through (d)(11) hereto, also contain information in response to this Item.
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(c)
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Other
Material Information.
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Not
applicable.
Item
12. Exhibits.
The
Exhibit Index immediately following the signature page to this Schedule TO is incorporated herein by reference.
Item
13. Information Required by Schedule 13E-3.
Not
applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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ONCOSEC
MEDICAL INCORPORATED
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By:
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/s/
Punit Dhillon
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Punit
Dhillon
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President,
Chief Executive Officer
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Date:
November 16, 2016
EXHIBIT
INDEX
Exhibit
Number
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Description
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(a)(1)(A)
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Offer
to Exchange Certain Stock Options for New Stock Options, dated November 16, 2016 (filed herewith).
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(a)(1)(B)
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Cover
Email to all Eligible Participants Holding Eligible Options from Andrew Cronauer dated November 16, 2016 (filed herewith).
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(a)(1)(C)
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Election
and Withdrawal Form (filed herewith).
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(a)(1)(D)
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Forms
of Email Confirmation (filed herewith).
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(a)(1)(E)
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Form
of Participant PowerPoint Presentation (filed herewith).
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(a)(1)(F)
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Forms
of Reminder and Last Day Emails (filed herewith).
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(a)(1)(G)
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Form
of Final Results Email (filed herewith).
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(a)(2)
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Not
applicable.
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)
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Not
applicable.
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(b)
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Not
applicable.
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(d)(1)
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OncoSec
Medical Incorporated 2011 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 (File No. 333-197678) filed on July 28, 2014).
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(d)(2)
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Form
of Employee Notice of Stock Option Award and Stock Option Award Agreement under the OncoSec Medical Incorporated 2011 Stock
Incentive Plan (filed herewith).
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(d)(3)
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Form
of Non-Employee Director Notice of Stock Option Award and Stock Option Award Agreement under the OncoSec Medical Incorporated
2011 Stock Incentive Plan (filed herewith).
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(d)(4)
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Form
of Consultant Notice of Stock Option Award and Stock Option Award Agreement under the OncoSec Medical Incorporated 2011 Stock
Incentive Plan (filed herewith).
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(d)(5)
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2014
Stock Option Award Agreement, dated March 7, 2014, by and between the Company and Punit Dhillon (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2014).
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(d)(6)
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Inducement
Stock Option Award Agreement, effective July 6, 2015, by and between the Company and Richard Slansky (incorporated by reference
to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on December 8, 2015).
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(d)(7)
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Inducement
Stock Option Award Agreement, effective September 1, 2016, by and between the Company and Sharron Gargosky, PhD (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 6, 2016).
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(d)(8)
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Employment
Agreement, dated May 18, 2011, by and between the Company and Punit Dhillon (incorporated by reference to Exhibit 10.3 to
the Company’s our Quarterly Report on Form 10-Q filed on June 14, 2011).
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(d)(9)
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Executive
Employment Agreement, effective July 6, 2015, by and between the Company and Richard Slansky (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on December 8, 2015).
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(d)(10)
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Executive
Employment Agreement, effective November 1, 2015, by and between the Company and Sheela Mohan-Peterson (incorporated by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on December 8, 2015).
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(d)(11)
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Executive
Employment Agreement, effective September 1, 2016, by and between the Company and Sharron Gargosky, PhD (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2016)
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(d)(12)
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Form
of Indemnification Agreement by and between the Company and each of its directors and executive officers (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 29, 2015).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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