ONCS OncoSec Medical Incorporated

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): June 9, 2015

ONCOSEC MEDICAL INCORPORATED

(Exact name of registrant as specified in its charter)

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 2.02.                                        Results of Operations and Financial Condition

On June 9, 2015, OncoSec Medical Incorporated (the “Company”) issued a press release regarding the Company’s financial results for the nine months ended April 30, 2015. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Current Report.

The information in this Current Report, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits.

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.

2

Exhibit 99.1

SAN DIEGO — June 9, 2015 — OncoSec Medical Inc. (“OncoSec”) (NASDAQ: ONCS), a company developing DNA-based intratumoral cancer immunotherapies, today announced financial results for the nine months ended April 30, 2015.

FINANCIAL RESULTS

For the nine months ended April 30, 2015, OncoSec reported a net loss of $14.7 million, or $1.19 per share, compared to a net loss of $8.5 million, or $0.96 per share, for the same period last year. There were no revenues for the nine months ended April 30, 2015 or April 30, 2014.

Research and development expenses were $9.3 million for the nine months ended April 30, 2015, compared to $3.9 million for the nine months ended April 30, 2014. This increase in research and development expenses was primarily a result of increased salary related expenses, outside services costs, and lab supplies as the company further expands its internal research capabilities, research on next-generation electroporation devices, novel electroporation technologies, and combination studies, and increased costs associated with its clinical trials.

General and administrative expenses were $5.4 million for the nine months ended April 30, 2015, compared to $4.5 million for the nine months ended April 30, 2014. This increase in general and administrative expenses was primarily a result of increased salary related expenses due to increased headcount to support the growth in operations and increased conference fees and related travel, offset by a savings in professional services fees.

At April 30, 2015, OncoSec had $25.4 million in cash and cash equivalents, as compared to $37.9 million of cash and cash equivalents at July 31, 2014. OncoSec expects these funds will be sufficient to allow the company to continue to operate its business for at least the next 12 months.

RECENT EVENTS

·                  On May 18, 2015, OncoSec effected a reverse stock split, wherein each 20 shares of issued and outstanding common stock, were combined into and became one share of common stock, rounded up to the next whole share.  No fractional shares were issued.

·                  On May 29, 2015, the company’s common stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market tier, under the symbol “ONCS”.

About OncoSec Medical Inc.

OncoSec Medical Inc. is a biopharmaceutical company developing its investigational ImmunoPulse intratumoral cancer immunotherapy. OncoSec’s core technology is designed to enhance the local delivery and uptake of DNA IL-12 and other DNA-based immune-targeting agents. Clinical studies of ImmunoPulse have demonstrated an acceptable safety profile and preliminary evidence of anti-tumor activity in the treatment of various skin cancers, as well as the potential to initiate a systemic immune response limiting the systemic toxicities associated with other treatments. OncoSec’s lead program evaluating ImmunoPulse for the treatment of metastatic melanoma is currently in Phase II development, and is being conducted in collaboration with several prominent academic medical centers. As the company continues to evaluate ImmunoPulse in its current indications, it is also focused on identifying and developing new immune-targeting agents, investigating additional tumor indications, and evaluating combination-based immunotherapy approaches. For more information, please visit www.oncosec.com.

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered such “forward-looking statements.” Forward-looking statements are based on management’s current preliminary expectations and are subject to risks and uncertainties, which may cause our results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include our ability to raise additional funding, our ability to acquire, develop or commercialize new products, uncertainties inherent in pre-clinical studies and clinical trials, unexpected new data, safety and technical issues, competition, and market conditions. These and additional risks and uncertainties are more fully described in OncoSec Medical’s filings with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. OncoSec Medical disclaims any obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

CONTACT:

Investor Relations:

Jordyn Kopin

OncoSec Medical Inc.

855-662-6732

investors@oncosec.com

Media Relations:

Mary Marolla

OncoSec Medical Inc.

855-662-6732

media@oncosec.com