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Item
1.01
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Entry
Into a Material Definitive Agreement.
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On
July 25, 2017, OncoSec Medical Incorporated (the “Company”) entered into an equity distribution agreement (the “Distribution
Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), pursuant to which the Company may offer and sell,
from time to time through or to Oppenheimer, acting as sales agent or principal, shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), having an aggregate gross sales price of up to $8,400,000 (the “Shares”).
Sales
of the Shares under the Distribution Agreement may be made by any method deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including
sales made directly on or through the NASDAQ Capital Market, sales made to or through a market maker other than on an exchange
or otherwise, and in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing
market prices.
The
Company is not required to request any sales under the Distribution Agreement, and Oppenheimer is not required to sell any specific
number or dollar amount of Shares under the Distribution Agreement. The actual number of Shares that may be issued and sold under
the Distribution Agreement, as well as the timing of any such sales, will depend on a number of factors, including, among others,
the prices at which any Shares are actually sold (which may be influenced by market conditions, the trading price of the Common
Stock and other factors) and the Company’s determinations as to the appropriate timing, sources and amounts of funding it
needs. As a result, the amount of net proceeds the Company will receive from sales of Shares under the Distribution Agreement,
if any, is not determinable at this time. The Company intends to use such net proceeds, if any, for working capital and general
corporate purposes, including primarily for its PISCES study, a planned Phase II registration-directed study of the Company’s
lead product candidate, ImmunoPulse® IL-12, in combination with Merck & Co., Inc.’s approved anti-PD-1 antibody
KEYTRUDA® in patients with advanced, metastatic (stage 3-4) melanoma who previously failed anti-PD-1 therapy, as well as for
other research and development activities.
Oppenheimer
will be entitled to compensation of 2.5% of the gross proceeds from the sale of Shares through it as sales agent under the Distribution
Agreement. Under the Distribution Agreement, the Company may also sell Shares to Oppenheimer, as principal for its own account,
at a price to be agreed upon at the time of sale, to the extent permitted by Rule 415 and NASDAQ rules. Also, the Company has
agreed to reimburse Oppenheimer its reasonable documented out-of-pocket expenses incurred by it in connection with the transactions
and other matters contemplated under the Distribution Agreement, up to an aggregate of $70,000. The Company has also agreed to
provide indemnification and contribution to Oppenheimer against certain civil liabilities, including liabilities under the Securities
Act.
The
offering of the Shares pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all the Shares
subject to the Distribution Agreement or (ii) termination of the Distribution Agreement. The Distribution Agreement may be terminated
by Oppenheimer or the Company, each in its sole discretion, at any time by giving notice to the other party.
The
Shares that may be offered and sold under the Distribution Agreement have been registered under the Securities Act pursuant to
the Company’s registration statement on Form S-3 (File No. 333-213036) (including the accompanying base prospectus), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on August 25, 2016 (the “Registration
Statement”), as supplemented by a prospectus supplement dated July 25, 2017, and filed with the SEC pursuant to Rule 424(b)(5)
under the Securities Act.
The
foregoing description of the Distribution Agreement is only a summary and is qualified in its entirety by reference to the full
text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The Distribution Agreement contains customary representations, warranties and covenants that were made solely
for the benefit of the parties to such agreement and as of specific dates and may be subject to specific limitations agreed to
by the parties to such agreement.
A
copy of the opinion of McDonald Carano LLP relating to the legality of the issuance and sale of the Shares pursuant to
the Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K, and is also filed with reference to, and
is hereby incorporated by reference in, the Registration Statement.
No
statement in this document or the attached exhibits is to be construed as an offer to sell or a solicitation of an offer to buy
the Shares or any other security, and no offer, solicitation or sale of the Shares or any other security will be made in any jurisdiction
in which such offer, solicitation or sale is unlawful.