Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 3, 2023, OncoSec Medical Incorporated (the "Company") filed a
Certificate of Amendment (the "Certificate") to its Articles of Incorporation,
as amended, with the Secretary of State of the State of Nevada to increase the
number of shares of the Company's common stock authorized for issuance
thereunder from 4,545,455 to 100,000,000 shares (the "Charter Amendment"). The
Charter Amendment became effective upon filing the Certificate with the
Secretary of State of the State of Nevada.
As disclosed in Item 5.07 of this Current Report on Form 8-K (this "Current
Report"), the Charter Amendment was approved by the Company's stockholders at a
special meeting of stockholders held on December 30, 2022 (the "Special
Meeting"). The foregoing description of the Charter Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Certificate, a copy of which is filed as Exhibit 3.01 to this Current Report
and incorporated in this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 30, 2022, the Company held the Special Meeting in a virtual format.
At the Special Meeting, 2,392,143 of the 2,970,515 outstanding shares of Company
common stock, or approximately 80.52%, as of the record date, December 1, 2022,
were present or represented by proxy. The sole proposal presented to
stockholders for approval at the Special Meeting was approval of the Charter
Amendment. The final voting results on the proposal presented for stockholder
approval at the Special Meeting were as follows:
Proposal: Vote to approve an amendment to the Company's Articles of
Incorporation, as amended, to increase the number of shares of the Company's
common stock authorized for issuance thereunder from 4,545,455 to 100,000,000
shares:
Total Votes For Total Votes Against Abstention Broker Non-Votes
2,319,620 59,629 12,894 N/A
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit
Number Description
3.1 Certificate of Amendment of the Articles of Incorporation, as amended,
of OncoSec Medical Incorporated.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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