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): March 2, 2012

 

ONCOSEC MEDICAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54318

 

98-0573252

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

4690 Executive Drive, Suite 250
San Diego, California, 92121

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (855) 662-6732

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03 Amendment and Restatement of Bylaws

 

On January 26, 2012, the Board of Directors (the “Board”) of OncoSec Medical Incorporated (the “Company”) approved the amendment and restatement of the Company’s Bylaws and approved the submission of the amended and restated Bylaws (the “Amended and Restated Bylaws”) to the Company’s stockholders for approval, as required by the Company’s Bylaws then in effect.    On March 2, 2012, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the Amended and Restated Bylaws.  A copy of the Amended and Restated Bylaws is filed herewith as Exhibit 3.6.

 

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

 

On March 2, 2012, the Company held its 2012 Annual Meeting at the Company’s principal executive offices located at 4690 Executive Drive, Suite 250, San Diego, CA 92121.

 

The final voting results on the matters presented at the meeting were as follows:

 

Proposal 1 — to elect four directors to our Board of Directors to serve for a term of one year or until their successors are duly elected and qualified

 

Directors

 

For

 

Withheld

 

 

 

 

Dr. Avtar Dhillon

 

26,910,454

 

38,202

 

 

 

 

Dr. Anthony Maida

 

26,920,654

 

28,002

 

 

 

 

Dr. James DeMesa

 

26,920,404

 

28,252

 

 

 

 

Punit Dhillon

 

26,881,404

 

67,252

 

 

 

 

 

Proposal 2 — to ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2012

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

29,533,442

 

180,319

 

12,911

 

 

 

Proposal 3 — to approve the adoption of the Company’s 2011 Stock Incentive Plan

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

26,807,213

 

116,168

 

25,275

 

2,778,016

 

 

Proposal 4 — to approve the amendment and restatement of the Company’s Bylaws

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

26,825,888

 

90,818

 

31,950

 

2,778,016

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)           Exhibits.

 

EXHIBIT INDEX

 

Exhibit

 

Description

3.6

 

Amended and Restated Bylaws

 

1



 

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

 

 

 

Dated: March 6, 2012

By:

/s/ Punit Dhillon

 

 

Name: Punit Dhillon

 

 

Title: President & Chief Executive Officer

 

2



 

EXHIBIT INDEX

 

Exhibit

 

Description

3.6

 

Amended and Restated Bylaws

 

3