Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
May 22, 2016, OncoSec Medical Incorporated (the “
Company
”) entered into a Securities Purchase Agreement (the
“
Securities Purchase Agreement
”) with certain accredited investors (the “
Purchasers
”) pursuant
to which the Company has agreed to issue and sell to the Purchasers (the “
Offering
”) an aggregate of 665,049
shares of the Company’s Common Stock (collectively, the “
Shares
”), pre-funded Series B warrants to purchase
an aggregate of 4,844,593 shares of Common Stock (the “
Series B Warrants
” and the shares issuable upon exercise
of the Series B Warrants, the “
Series B Warrant Shares
”) and Series A warrants to purchase an aggregate of
5,509,642 shares of the Company’s Common Stock (collectively, the “
Series A Warrants
” and the shares
issuable upon exercise of the Series A Warrants, collectively, the “
Series A Warrant Shares
”).
The
aggregate gross proceeds of the offering are expected to be approximately $10 million (excluding proceeds receivable upon the
exercise of the Series A Warrants and Series B Warrants). Additionally net proceeds, after deducting the Placement Agent Fee (described
below) and other estimated offering expenses payable by the Company, are expected to be approximately $9.1 million. The Company
expects that the Offering will close on or about May 26, 2016, subject to the satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the Offering for general corporate purposes, including clinical trial expenses and
research and development expenses.
Pursuant
to the terms of the Securities Purchase Agreement, each share of Common Stock in the Offering will be accompanied by a Series
A Warrant to purchase one share of Common Stock. Each share of Common Stock and accompanying Series A Warrant will be sold together
at a negotiated price of $1.815. Each Series B Warrant to purchase one share of Common Stock will be accompanied by a Series A
Warrant to purchase one share of Common Stock. Each Series B Warrant and accompanying Series A Warrant will be sold together at
a negotiated price of $1.805. The Series B Warrants are being issued to prevent the beneficial ownership of a Purchaser (together
with its affiliates and certain related parties) of our Common Stock from exceeding 4.99%. The Series B Warrants have an exercise
price of $0.01 per share, are exercisable immediately upon issuance and expire upon their exercise in full. The Series A Warrants
have an exercise price of $1.69 per share, are exercisable upon issuance and have a term of exercise equal to nine years from
the date of issuance of the Series A Warrants.
The
Securities Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and
termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the
Company, including a prohibition on sales of Common Stock or securities convertible or exchangeable into Common Stock by the Company
for a period of 150 days after the closing of the Offering, subject to certain exclusions, and a prohibition on the Company conducting
certain variable rate transactions or issuing any Common Stock or Common Stock equivalents in an “at the market” offering
for a period of one year from the closing of the Offering.
The
issuance and sale of the Shares, Series A Warrants, the Series A Warrant Shares, the Series B Warrants, and the Series B Warrant
Shares (collectively, the “
Securities
”) is registered under the Securities Act of 1933 (the “
Securities
Act
”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-195387), which was declared effective
by the Securities and Exchange Commission (the “
SEC
”) on May 12, 2014, as supplemented by a prospectus supplement
dated May 24, 2016 and filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act (the “
Registration Statement
”).
The Securities may only be offered by means of a prospectus. Copies of the prospectus and prospectus supplement can be obtained
directly from the Company and at the SEC’s website at www.sec.gov or by request by emailing H.C. Wainwright & Co., LLC
(“
Wainwright
”) at placements@hcwco.com. No statement in this document or the attached exhibits is an offer
to purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in any jurisdiction
in which such offer, solicitation or sale is unlawful. The Securities Purchase Agreement has been included to provide investors
with information regarding its terms, but it is not intended to provide other factual information about the Company. The Securities
Purchase Agreement contains representations and warranties that the Company has made to the Purchasers. Investors should not rely
on the representations and warranties made by the Company in the Securities Purchase Agreement as characterizations of the actual
state of facts at the time they were made or otherwise.
Placement
Agent Agreement; Placement Agent Warrants
Pursuant
to a Placement Agent Agreement (the “
Placement Agent Agreement
”), dated May 22, 2016, by and between the Company
and Wainwright, Wainwright agreed to act as the Company’s placement agent in connection with the Offering. Pursuant to the
Placement Agent Agreement, the Company agreed to pay an aggregate cash fee to Wainwright for placement agent and financial advisory
services equal to 5.0% of the gross proceeds of the Offering (excluding any proceeds from the exercise of the Series A Warrants
and the Series B Warrants) (the “
Placement Agent Fee
”), and certain other expense reimbursements. In addition,
the Company agreed to issue warrants to purchase an aggregate of up to 5.0% of the aggregate number of shares of Common Stock
sold in the Offering to the placement agent or its designees, including all of the shares issuable upon exercise of the Series
B Warrants, assuming such warrants were immediately exercised in full, and excluding any shares of Common Stock issuable upon
exercise of the Series A Warrants (the “
Placement Agent Warrants
”). The Placement Agent Warrants shall have
substantially the same terms as the Series A Warrants to be issued to the Purchaser in the Offering, except that the Placement
Agent Warrants shall have an exercise price equal to $2.26875 per share, have expiration date will be May 24, 2021, the Placement
Agent Warrants do not have anti-dilution protections and the Placement Agent Warrants are not transferable for 180 days from the
date of the closing of the Offering, other than as permitted by FINRA. The Placement Agent Warrants and the shares of Common Stock
underlying the Placement Agent Warrants have not been registered under the Securities Act and have been issued in reliance on
an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Placement Agent
Warrants and the shares of the Company’s Common Stock underlying the Placement Agent Warrants may not be offered or sold
in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.
No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell securities.
No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.