Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ONCOSEC MEDICAL INCORPORATED
(Name of Issuer)
Common Stock ($0.0001 par value per share)
(Title of Class of Securities)
68234L207
(CUSIP Number)
Hee Do Koo
CEO
Alpha Holdings, Inc.
Gangnam-gu Apgujeong-ro 62-gil 17-10
Seoul, KOREA
+82-2-517-8841
With a copy to:
Joon Kim
Lee & Ko
Hanjin Building 63 Namdaemun-ro, Jung-gu
Seoul, KOREA
+82-2-772-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 29, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes).
CUSIP No. 68234L207
| 1. | Names of Reporting Persons: |
Alpha Holdings, Inc.
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
| 3. | SEC Use Only |
| 4. | Source of Funds (See instructions) WC |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization: |
Republic of Korea
| Number of shares Beneficially owned By each reporting Person with: |
7. | Sole Voting Power: 1,610,999(1) |
| 8. | Shared Voting Power: 0 | |
| 9. | Sole Dispositive Power: 1,610,999(1) | |
| 10. | Shared Dispositive Power: 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,610,999 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13. | Percent of Class Represented by Amount in Row (11): 15.15% (2) |
| 14. | Type of Reporting Person (See Instructions): |
CO
| (1) | Excludes 368,250 shares of common stock issuable upon exercise of warrants that are not exercisable due to a contractual beneficial ownership limitation, which provides that such warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding shares of common stock. |
| (2) | This percentage is calculated based on 10,637,143 shares of common stock outstanding as of August 21, 2019, as reported on the Issuer’s Registration Statement on Form S-3 filed with the SEC on August 23, 2019. |
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CUSIP No. 68234L207
| 1. | Names of Reporting Persons: |
Alpha Biolabs, Inc.
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
| 3. | SEC Use Only |
| 4. | Source of Funds (See instructions) WC |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization: |
Republic of Korea
Number
of Beneficially By
each Person with: |
7. | Sole Voting Power: 0 |
| 8. | Shared Voting Power: 1,610,999(1) | |
| 9. | Sole Dispositive Power: 0 | |
| 10. | Shared Dispositive Power: 1,610,999(1) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,610,999 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13. | Percent of Class Represented by Amount in Row (11): 15.15% (2) |
| 14. | Type of Reporting Person (See Instructions): |
CO
| (1) | Excludes 368,250 shares of common stock issuable upon exercise of warrants that are not exercisable due to a contractual beneficial ownership limitation, which provides that such warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding shares of common stock. |
| (2) | This percentage is calculated based on 10,637,143 shares of common stock outstanding as of August 21, 2019, as reported on the Issuer’s Registration Statement on Form S-3 filed with the SEC on August 23, 2019. |
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The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned. This Amendment No. 5 amends the Schedule 13D as specifically set forth herein:
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On October 29, 2019, Alpha Holdings filed two lawsuits in the District Court of Clark County, Nevada, against the Issuer and its board ofdDirectors. The first is a class action lawsuit filed by Alpha Holdings on behalf of all OncoSec stockholders, alleging that the OncoSec board members have breached their fiduciary duties by agreeing to the proposed transaction (the “Takeover Proposal”) with Grand Decade Developments Limited, a British Virgin Islands limited company and a wholly owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited (“CGP”), and Sirtex Medical US Holdings, Inc. (“Sirtex”), an affiliate of CGP, and breached their duty of candor by failing to fully and fairly disclose all material information regarding the Takeover Proposal. The lawsuit seeks to enjoin the as-yet unscheduled meeting at which stockholders will vote on the Takeover Proposal, void the license agreement with CGP that was agreed as part of the Takeover Proposal and order OncoSec to run a true and thorough sale process to maximize value for all stockholders. The second lawsuit asks the Court to enforce Alpha Holdings’ demand to inspect OncoSec’s books and records, which OncoSec has refused to honor even though it is legally required to do so.
On October 30, 2019, Alpha Holdings issued a press release announcing the commencement of the above-mentioned lawsuits, reiterating their opposition to the Takeover Proposal and announcing the filing of their preliminary proxy statement.
STOCKHOLDERS OF ISSUER ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY REPORTING PERSONS FROM THE STOCKHOLDERS OF ISSUER IN CONNECTION WITH THE SPECIAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE SPECIAL MEETING WILL BE MAILED TO STOCKHOLDERS OF ISSUER AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.
Item 7. Exhibit
| 99.1 | Press Release dated October 30, 2019 |
[The remainder of this page is intentionally left blank. The signature page follows.]
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: October 31, 2019 | ||
| ALPHA HOLDINGS, INC. | ||
| By: | /s/ Hee Do Koo | |
| Hee Do Koo | ||
| Chief Executive Officer | ||
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