ABOUT
THIS PROSPECTUS
This
prospectus relates to the resale by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,”
from time to time, of up to an aggregate of 6,833,168 shares of our common stock, par value $0.0001 per share, issuable upon exercise
of certain outstanding common stock purchase warrants. As described below under “Summary—Equity Offerings,”
the shares of our common stock registered by this prospectus are issuable upon exercise of warrants to purchase up to 3,953,200
shares of our common stock for an exercise price of $1.25 per share issued on October 25, 2017, warrants to purchase up to 316,257
shares of our common stock for an exercise price of $1.68 per share issued on October 25, 2017, warrants to purchase up to 48,000
shares of our common stock for an exercise price of $1.68 per share issued on October 27, 2017, and warrants to purchase up to
2,515,711 share of our common stock for an exercise price of $2.26 per share issued on November 13, 2017, all of which are exercisable
by the selling shareholders. We are not selling any shares of our common stock under this prospectus, and we will not receive
any proceeds from the sale of shares of common stock offered hereby by the selling shareholders.
This
prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission, or
SEC. It omits some of the information contained in the registration statement, and reference is made to the full registration
statement for further information with regard to us and the securities being offered by the selling shareholders. Any statement
contained in the prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise
filed with the SEC is not necessarily complete, and in each instance, reference is made to the copy of the document filed. You
should review the complete document to evaluate these statements.
You
should read this prospectus, any documents that we incorporate by reference in this prospectus and the information below under
the caption “Where You Can Find More Information” and “Incorporation of Documents By Reference” before
making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus.
We have not authorized any other person to provide you with different information. If anyone provides you with additional, different
or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You
should not assume that the information in this prospectus or any documents we incorporate by reference herein is accurate as of
any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects
may have changed since those dates.
This
prospectus and the documents that are incorporated by reference herein contain certain market data and industry statistics and
forecasts that are based on company-sponsored studies, independent industry publications and other publicly available information.
Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have
not verified any of this data. Further, many of these statements involve risks and uncertainties and are subject to change based
on various factors, including those discussed under the caption “Risk Factors” in this prospectus and under similar
captions in the documents that are incorporated by reference herein. Accordingly, investors should not place undue reliance on
this information.
Unless
the context indicates otherwise, all references to OncoSec, our Company, we, us and our in this prospectus refer to OncoSec Medical
Incorporated, a Nevada corporation, and its consolidated subsidiaries. We own registered trademark rights in the United States
to ImmunoPulse
®
, and we have filed applications in the United States and in certain foreign jurisdictions to register
trademark rights to ImmunoPulse, OncoSec and NeoPulse. Other service marks, trademarks or trade names used in this report are
the property of their respective owners. We do not use the
®
or ™ symbol in each instance in which one of
our registered or common law trademarks appears in this report, but this should not be construed as any indication that we will
not assert our rights thereto to the fullest extent permissible under applicable law.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents that are incorporated by reference herein contain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, from
time to time we or our representatives have made or will make forward-looking statements in various other filings that we make
with the SEC or in other documents, including press releases or other similar announcements. Forward-looking statements relate
to future events or circumstances or our future performance and are based on our current assumptions, expectations and beliefs
about future developments and their potential effect on our business. All statements in this report that are not statements of
historical fact could be forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms
or other comparable terminology. The forward-looking statements in this prospectus and the documents that are incorporated by
reference herein include statements about, among other things: the status, progress and results of our clinical programs; our
ability to obtain regulatory approvals for, and the level of market opportunity for, our product candidates; our business plans,
strategies and objectives, including plans to pursue collaboration, licensing or other similar arrangements or transactions; our
expectations regarding our liquidity and performance, including our expense levels, sources of capital and ability to maintain
our operations as a going concern; the competitive landscape of our industry; and general market, economic and political conditions.
Forward-looking
statements are only predictions and are not guarantees of future performance, and they are subject to known and unknown risks,
uncertainties and other factors, including the risks described under the caption “Risk Factors” in this prospectus
and under similar captions in the documents that are incorporated by reference herein. Moreover, we operate in a rapidly evolving
industry in which new risks and uncertainties continuously emerge, and it is not possible for us to predict all of the risks we
may face or assess the impact of all uncertainties or other factors on our business or the extent to which any factor or combination
of factors could cause actual results to differ from our current expectations, assumptions or beliefs. In light of these risks,
uncertainties and other factors, the forward-looking events and circumstances described in this prospectus or the documents that
are incorporated by reference herein may not occur, and our results, levels of activity, performance or achievements could differ
materially from those expressed in or implied by any forward-looking statements we make. As a result, you should not place undue
reliance on any of our forward-looking statements. Forward-looking statements speak only as of the date they are made, and unless
required to by law, we undertake no obligation to update or revise any forward-looking statement for any reason, including to
reflect new information, future developments, actual results or changes in our expectations.
We
qualify all of our forward-looking statements by this cautionary note.
PROSPECTUS
SUMMARY
This
summary highlights certain information about us, this offering and the other information appearing elsewhere in this prospectus
and in the documents we incorporate by reference herein. This summary is not complete and does not contain all of the information
that you should consider before investing in our securities. To fully understand this offering and its consequences, you should
read this entire prospectus carefully, including the information set forth under the caption “Risk Factors” in this
prospectus and under similar captions in the documents incorporated by reference herein, before making an investment decision.
Our
Company
We
are a biotechnology company focused on designing, developing and commercializing innovative therapies and proprietary medical
approaches to stimulate and guide an anti-tumor immune response for the treatment of cancer. Our core platform technology, ImmunoPulse®,
is a drug-device therapeutic modality comprised of a proprietary intratumoral electroporation delivery device. The ImmunoPulse®
platform is designed to deliver DNA-encoded drugs directly into a solid tumor and promote an inflammatory response against cancer.
The ImmunoPulse® device can be adapted to treat different tumor types, and consists of an electrical pulse generator, a reusable
handle and disposable applicators. Our lead product candidate, ImmunoPulse® IL-12, uses our electroporation device to deliver
a DNA-encoded interleukin-12, or IL-12, called tavokinogene telseplasmid, or tavo, with the aim of reversing the immunosuppressive
microenvironment in the tumor and engendering a systemic anti-tumor response against untreated tumors in other parts of the body.
In February 2017, we received Fast Track designation from the U.S. Food and Drug Administration, or FDA, for ImmunoPulse®
IL-12, which could qualify ImmunoPulse® IL-12 for expedited FDA review, a rolling Biologics License Application review and
certain other benefits.
Our
current focus is to pursue our registration-directed study of ImmunoPulse® IL-12 in combination with an approved therapy for
melanoma in patients who have shown refractory or relapse from certain other cancer therapies, which we refer to as the
PISCES/KEYNOTE-695 study. Most of our present activities are, and we expect most of our near-term expenditures will be, directed
toward advancing the PISCES/KEYNOTE-695 study. To this end, in May 2017, we entered into a clinical trial collaboration and supply
agreement with a subsidiary of Merck & Co., Inc., or Merck, in connection with the PISCES/KEYNOTE-695 study, in which we have
agreed to sponsor and fund the study and Merck has agreed to manufacture and supply its anti-PD-1 therapy KEYTRUDA® for use
in the study. The PISCES/KEYNOTE-695 study opened for enrollment in October 2017.
We
also intend to continue to pursue other ongoing or potential new trials and studies related to ImmunoPulse® IL-12, all with
the goal of obtaining requisite regulatory approvals from the FDA and comparable regulators in certain other jurisdictions to
market and sell this product candidate. For instance, we are in collaboration with the University of California, San Francisco,
or UCSF, the sponsor of a multi-center Phase II clinical trial evaluating ImmunoPulse® IL-12 in combination with Merck’s
KEYTRUDA® for the treatment of advanced, metastatic melanoma in patients who are predicted to not respond to anti-PD-1 therapy
alone. Merck is manufacturing and supplying its drug KEYTRUDA® to UCSF to support this trial.
In
addition, we are pursuing a biomarker-focused pilot study of ImmunoPulse® IL-12 in triple negative breast cancer, which is
focused on evaluating the ability of ImmunoPulse® IL-12 to alter the tumor microenvironment and promote a pro-inflammatory
response. In January 2017, we amended the clinical protocol for this study to improve the enrollment rate, as it had been slow
to enroll, and in September 2017, we enrolled half the patients needed for the study, which is now open for enrollment and is
ongoing. Additionally, our Phase II clinical trials of ImmunoPulse® IL-12 as a monotherapy in Merkel Cell carcinoma, melanoma,
and head and neck squamous cell carcinoma are now closed for enrollment, and databases are locked and clinical study reports are
pending. We are no longer pursuing our Phase II clinical trial of ImmunoPulse® IL-12 as a monotherapy in cutaneous T-cell
lymphoma, which has been closed.
In
addition, we are developing our next-generation electroporation devices, including advancements toward prototypes, pursuing discovery
research to identify other product candidates that, like IL-12, can be encoded into DNA, delivered intratumorally using electroporation
and used to reverse the immunosuppressive mechanisms of a tumor, and aiming to expand our ImmunoPulse® pipeline beyond the
delivery of plasmid-DNA encoding for cytokines to include other molecules that may be critical to key pathways associated with
tumor immune subversion.
Corporate
Information
We
were incorporated under the laws of the State of Nevada on February 8, 2008 under the name Netventory Solutions Inc. to pursue
the business of inventory management solutions. Effective March 1, 2011, we completed a merger with our subsidiary for the sole
purpose of changing our name to “OncoSec Medical Incorporated”. Our principal executive offices are located at 5820
Nancy Ridge Drive, San Diego, California 92121. The telephone number at our principal executive office is (855) 662-6732. Our
website address is
www.oncosec.com
. Information contained on our website is not deemed part of this prospectus supplement.
Equity
Offerings
On
October 25, 2017, we completed our offer and sale to certain accredited investors of (i) in a registered public offering, 5,270,934
shares of our common stock at a purchase price of $1.34375 per share, and (ii) in a concurrent private placement, unregistered
warrants to purchase up to an aggregate of 3,953,200 shares of our common stock. The warrants have an initial exercise price of
$1.25 per share (subject to adjustment as set forth therein), became exercisable on October 25, 2017 and expire on April 25, 2022.
The gross proceeds of the offering were $7.1 million and the net proceeds, after deducting the placement agent’s fees and
other estimated offering expenses paid or payable by us (and excluding the proceeds, if any, from any cash exercise of the warrants),
were approximately $6.2 million. At the closing of the offerings, we also issued unregistered warrants to purchase up to an aggregate
of 316,257 shares of our common stock to the placement agent for the offerings or its designees, which have an initial exercise
price of $1.68 per share (subject to adjustment as set forth therein), are immediately exercisable and expire on October 21, 2022.
On
October 27, 2017, we completed our offer and sale, in a registered public offering to one institutional accredited investor, of
800,000 shares of our common stock and a warrant to purchase up to 600,000 shares of our common stock, all at a purchase price
of $1.34375 per share and associated warrant. The warrant has an initial exercise price of $1.25 per share (subject to adjustment
as set forth therein), becomes exercisable six months after issuance and expires on April 27, 2022. The gross proceeds of the
offering were approximately $1.1 million and the net proceeds, after deducting the placement agent’s fees and other estimated
offering expenses paid or payable by us (and excluding the proceeds, if any, from any exercise of the warrants), were approximately
$960,000. At the closing of the offering, we also issued unregistered warrants to purchase up to an aggregate of 48,000 shares
of our common stock to the placement agent for the offering or its designees, which have an initial exercise price of $1.68 per
share (subject to adjustment as set forth therein), are immediately exercisable and expire on October 25, 2022.
On
November 13, 2017, we completed our offer and sale to certain accredited investors, in a private placement, of unregistered warrants
to purchase up to an aggregate of 2,515,711 shares of our common stock. Of such warrants, (i) warrants to purchase up to an aggregate
of 1,377,411 shares of our common stock were issued to holders of certain outstanding warrants to purchase our common stock that
we issued and sold in May 2016, as an inducement to such holders to exercise such May 2016 warrants for cash, and (ii) warrants
to purchase up to an aggregate of 1,138,300 shares of our common stock were issued to the investors in our October 2017 offerings
described above, in consideration for such investors’ agreement to waive certain covenants we had made to such investors,
including a prohibition against certain subsequent sales of our securities and certain rights to participate in our subsequent
equity or debt financings, and as an inducement to such investors to exercise for cash the warrants we issued to them in our October
2017 offerings. The gross proceeds of the offering, received from cash exercise of the May 2016 warrants, were approximately $9.3
million and the net proceeds, after deducting estimated offering expenses paid or payable by us (and excluding the proceeds, if
any, from any exercise of the newly issued warrants), were approximately $9.1 million. All such warrants have an initial exercise
price of $2.26 per share (subject to adjustment as set forth therein), become exercisable six months after issuance (provided,
however, that the warrants issued to the investors in our October 2017 offerings will become exercisable only if and when each
such investor exercises in full and for cash the warrants issued to such investors in the October 2017 offerings) and expire on
November 13, 2019.
All
of the warrants described above contain certain ownership limitations that may restrict their exercise, as described under the
caption “Selling Shareholders” in this prospectus. In addition, all such warrants are exercisable on a cashless basis
if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not
available for, the resale of shares of common stock for which the warrants are exercisable. We have filed a registration statement
on Form S-1, of which this prospectus is a part, to provide for the resale by the holders of all of the unregistered warrants
we issued in the offerings described above, consisting of all of the warrants described above except for those issued to the investor
in our registered public offering completed on October 27, 2017, of all of the shares of our common stock issuable upon exercise
of such warrants, totaling an aggregate of up to 6,833,168 shares of our common stock. The registration statement of which this
prospectus is a part does not register the offer or sale of any of the warrants.
The
Offering
|
Shares
of common stock offered by the selling shareholders:
|
|
6,833,168
shares of common stock issuable upon exercise of certain outstanding common stock purchase warrants
|
|
|
|
|
|
Shares
of common stock outstanding before this offering:
|
|
35,217,727
shares (1)
|
|
|
|
|
|
Shares
of common stock outstanding after completion of this offering (assuming full exercise of the warrants that are exercisable
for the shares offered hereby):
|
|
42,050,895
shares (1)
|
|
|
|
|
|
Terms
of this offering:
|
|
The
selling shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer
or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on The NASDAQ
Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.
The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related
to prevailing market price or at negotiated prices.
|
|
|
|
|
|
Use
of proceeds:
|
|
All
proceeds from the sale of shares of common stock offered hereby will be for the account of the selling shareholders. We will
not receive any proceeds from the sale of common stock offered pursuant to this prospectus. We will receive proceeds upon
cash exercises of the warrants to purchase the shares of common stock offered hereby, if any. See the caption “Use of
Proceeds” in this prospectus.
|
|
|
|
|
|
NASDAQ
Capital Market symbol:
|
|
ONCS
|
|
|
|
|
|
Trading:
|
|
Our
shares of common stock currently trade on The NASDAQ Capital Market. There is no established trading market for the warrants
that are exercisable for the shares offered hereby, and we do not intend to list the warrants on any securities exchange or
other trading system.
|
|
|
|
|
|
Risk
factors:
|
|
Investing
in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See the
information under the caption “Risk Factors” beginning on page [9] of this prospectus and the other information
included elsewhere in this prospectus and incorporated by reference herein for a discussion of factors you should consider
before deciding to invest in our securities.
|
|
|
(1)
|
The
number of shares of our common stock outstanding immediately before and after this offering
is based on 35,217,727 shares outstanding as of November 13, 2017, and excludes, as of
such date:
|
|
|
●
|
7,392,709
shares of our common stock subject to outstanding options having a weighted-average exercise price of $1.57 per share, and
1,100,000 shares of common stock subject to outstanding non-vested restricted stock unit awards with a weighted-average grant
date fair value of $1.70 per share;
|
|
|
|
|
|
|
●
|
714,225
shares of our common
stock reserved for future issuance pursuant to our existing stock incentive plan and stock purchase plan; and
|
|
|
|
|
|
|
●
|
9,532,408
shares of our common stock issuable upon exercise of warrants outstanding as of November 13, 2017, having a weighted-average
exercise price of $2.88 per share (excluding, only for purposes of the number of shares outstanding immediately before this
offering, the shares of our common stock subject to the warrants that are exercisable for the shares offered hereby).
|
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained
in this prospectus and in the documents incorporated by reference in this prospectus before you make an investment decision with
respect to our securities. In particular, you should carefully consider and evaluate the risks and uncertainties described in
“Part I – Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K filed with the SEC, as updated
by the additional risks and uncertainties set forth in the other documents incorporated by reference in this prospectus. See the
information under the captions “Where You Can Find More Information” and “Incorporation of Documents By Reference”
for details about how you can access these documents. Any of such risks and uncertainties could materially and adversely affect
our business, results of operations and financial condition, which in turn could materially and adversely affect the trading price
or value of our securities. As a result, you could lose all or part of your investment.
USE
OF PROCEEDS
All
shares of our common stock offered by this prospectus are being registered for the account of the selling shareholders identified
herein. We will not receive any of the proceeds from the sale of these shares.
We
will receive proceeds from any cash exercise of the warrants, which, if exercised in cash with respect to all of the 6,833,168
shares of common stock offered hereby, would result in gross proceeds to us of approximately $11.2 million. We intend to use any
proceeds received by us from the cash exercise of the warrants for working capital and general corporate purposes, including for
our PISCES/KEYNOTE-695 clinical trial and for other clinical and research and development activities. The holders of the warrants
may exercise the warrants at their own discretion and at any time until their expiration in accordance with the terms of the warrants,
as further described under the caption “Summary—Equity Offerings” in this prospectus. As a result, we cannot
predict when or if the warrants will be exercised, and it is possible that the warrants may expire and never be exercised. In
addition, the warrants are exercisable on a cashless basis if at the time of exercise there is no effective registration statement
registering, or the prospectus contained therein is not available for, the issuance of shares of common stock for which the warrants
are exercisable. As a result, we may never receive meaningful, or any, cash proceeds from the exercise of the warrants, and we
cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.
SELLING
SHAREHOLDERS
This
prospectus covers an aggregate of up to 6,833,168 shares of our common stock that may be sold or otherwise disposed of by the
selling shareholders identified herein. Such shares are issuable to the selling shareholders upon the exercise of certain outstanding
common stock purchase warrants we issued and sold to the selling shareholders in private placement transactions and as compensation
for certain placement agent services in connection with such transactions and certain other offerings.
The
following table sets forth certain information with respect to each selling shareholder, including (i) the shares of our common
stock beneficially owned by the selling shareholder prior to this offering, (ii) the number of shares being offered by the selling
shareholder pursuant to this prospectus and (iii) the selling shareholder’s beneficial ownership after completion of this
offering, assuming that all of the shares covered hereby (but none of the other shares, if any, held by the selling shareholders)
are sold. The registration of the shares of common stock issuable to the selling shareholders upon the exercise of the warrants
does not necessarily mean that the selling shareholders will sell all or any of such shares.
The
table is based on information supplied to us by the selling shareholders, with beneficial ownership and percentage ownership determined
in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares of stock.
This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially
owned by a selling shareholder and the percentage ownership of that selling shareholder, shares of common stock subject to warrants
held by that selling shareholder that are exercisable as of November 13, 2017, or exercisable within 60 days after November 13,
2017, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership
of any other person. The percentage of beneficial ownership after this offering is based on 35,217,727 shares outstanding on November
13, 2017.
The
registration of these shares of common stock does not mean that the selling shareholders will sell or otherwise dispose of all
or any of those securities. The selling shareholders may sell or otherwise dispose of all, a portion or none of such shares from
time to time. We do not know the number of shares, if any, that will be offered for sale or other disposition by any of the selling
shareholders under this prospectus. Furthermore, the selling shareholders may have sold, transferred or disposed of the shares
of common stock covered hereby in transactions exempt from the registration requirements of the Securities Act since the date
on which we filed this prospectus.
To
our knowledge and except as noted below, none of the selling shareholders has, or within the past three years has had, any position,
office or other material relationship with us or any of our predecessors or affiliates.
|
|
|
Total
Number of
|
|
|
Beneficial
Ownership
Before
This Offering
|
|
|
|
|
|
Beneficial
Ownership
After This Offering
|
|
|
Selling
Shareholder
(1)
|
|
Shares
Issued or Issuable
(2)
|
|
|
Number
of Shares
(3)
|
|
|
Shares
Offered
Hereby
(4)
|
|
|
Number
of Shares
(5)
|
|
|
Percentage
of
Outstanding
Shares
(5)
|
|
|
Anson
Investments Master Fund LP (6)
|
|
|
1,781,150
|
|
|
|
1,432,322
|
|
|
|
1,744,188
|
|
|
|
36,972
|
|
|
|
*
|
|
|
Charles
Worthman (7)
|
|
|
9,631
|
|
|
|
9,631
|
|
|
|
3,643
|
|
|
|
5,988
|
|
|
|
*
|
|
|
Chin
Cheong Chong (8)
|
|
|
188,750
|
|
|
|
170,000
|
|
|
|
93,750
|
|
|
|
95,000
|
|
|
|
*
|
|
|
H.C.
Wainwright & Co., LLC †(9)
|
|
|
435,938
|
|
|
|
393,750
|
|
|
|
210,938
|
|
|
|
225,000
|
|
|
|
*
|
|
|
Intracoastal
Capital, LLC †(10)
|
|
|
1,904,400
|
|
|
|
1,395,350
|
|
|
|
1,744,188
|
|
|
|
160,212
|
|
|
|
*
|
|
Mark
Viklund† (11)
|
|
|
27,513
|
|
|
|
27,513
|
|
|
|
10,928
|
|
|
|
16,585
|
|
|
|
*
|
|
|
Michael
Vasinkevich †(12)
|
|
|
411,925
|
|
|
|
411,925
|
|
|
|
254,979
|
|
|
|
156,946
|
|
|
|
*
|
|
|
Ng
Tee Khiang (13)
|
|
|
1,937,500
|
|
|
|
1,750,000
|
|
|
|
937,500
|
|
|
|
1,000,000
|
|
|
|
2.8
|
%
|
|
Noam
Rubinstein †(14)
|
|
|
689,208
|
|
|
|
647,020
|
|
|
|
305,645
|
|
|
|
383,563
|
|
|
|
1.1
|
%
|
|
Point72
Asset Management, L.P. (15)
|
|
|
1,550,000
|
|
|
|
800,000
|
|
|
|
150,000
|
|
|
|
800,000
|
|
|
|
2.3
|
%
|
|
Sabby
Healthcare Master Fund (16)
|
|
|
1,661,010
|
|
|
|
742,736
|
|
|
|
918,274
|
|
|
|
742,736
|
|
|
|
2.1
|
%
|
|
Sabby
Volatility Warrant Master Fund, Ltd. (16)
|
|
|
837,709
|
|
|
|
378,572
|
|
|
|
459,137
|
|
|
|
378,572
|
|
|
|
1.1
|
%
|
|
|
|
|
*
|
Less
than 1%.
|
|
|
|
|
†
|
The
selling shareholder is a broker-dealer or an affiliate of a broker dealer.
|
|
|
|
|
(1)
|
The
information in this table and the related notes is based upon information supplied by the selling shareholders, including
reports and amendments thereto filed with the SEC on Schedules 13G.
|
|
|
|
|
(2)
|
Represents
the total number of shares of our common stock issued or issuable to each selling shareholders as of the date of this prospectus,
without regard to ownership limitations set forth in the applicable agreements or other documents relating to such shares
and without regard to initial exercise dates of warrants, including (i) all of the shares offered hereby, and (ii) to our
knowledge, all other securities held by each of the selling shareholders as of the date hereof.
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(3)
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Assumes
that none of the warrants that are exercisable for the shares of our common stock offered hereby have been sold or otherwise
transferred prior to the date of this prospectus in transactions exempt from the registration requirements of the Securities
Act. All such warrants contain certain beneficial ownership limitations, which provide that a holder of the warrants will
not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially
own in excess of (i) for the warrants held by Intracoastal Capital, LLC, 9.99% of the number of shares of our common stock
outstanding immediately after giving effect to such exercise, and (ii) for the warrants held by all other selling shareholders,
4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise, provided that
upon at least 61 days prior notice to us, a holder may increase or decrease such limitation up to a maximum of 9.99% of the
number of shares of common stock outstanding. In addition, certain of such warrants will not be exercisable until at least
six months after their date of issuance. As a result, the number of shares of common stock reflected in this column as beneficially
owned by each selling shareholder includes (a) any outstanding shares of our common stock held by such selling shareholder,
and (b) if any, the number of shares of common stock subject to the warrants exercisable for the shares offered hereby or
any other warrants that may be held by such selling shareholder, in each case which such selling shareholder has the right
to acquire as of November 13, 2017 or within 60 days thereafter and without it or any of its affiliates beneficially owning
more than 4.99% or 9.99%, as applicable, of the number of outstanding shares of our common stock as of November 13, 2017.
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(4)
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All
shares offered hereby are issuable upon exercise of certain warrants we have issued and sold to the selling shareholders in
certain equity offerings. For more information about the terms of such warrants, see the information under the caption “Summary—Equity
Offerings” in this prospectus and the documents we have incorporated by reference herein, as described under the caption
“Documents Incorporated Herein By Reference.”
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(5)
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Assumes
that, after the date of this prospectus and prior to completion of this offering, none of the selling shareholders (i) acquires
additional shares of our common stock or other securities or (ii) sells or otherwise disposes of shares of our common
stock or other securities held by such selling shareholders as of the date hereof and not offered hereby. Certain of the
selling shareholders are entitled, at their election, to participate in certain equity or debt financings we may pursue in
the future, and any such participation is not represented in this table.
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(6)
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The
shares offered hereby consist of (i) 1,395,350 shares of our common stock issuable upon exercise of warrants issued to the
selling shareholder as an investor in our offering completed on October 25, 2017, and (ii) 348,838 shares of our common stock
issuable upon exercise of warrants issued to the selling shareholder on November 13, 2017, in consideration for the selling
shareholder’s agreement to waive certain covenants we had made to the selling shareholder and as an inducement to such
selling shareholder to exercise for cash the warrants we issued to it on October 25, 2017. The shares beneficially owned before
and after this offering may be deemed beneficially owned by Anson Funds Management LP (d/b/a Anson Group), Anson Management
GP LLC, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc. (d/b/a
Anson Funds), Mr. Adam Spears, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc.
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(7)
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The
shares offered hereby consist of shares of our common stock issuable upon exercise of warrants issued to the selling shareholder
as the designee of our placement agent for certain equity offerings, as compensation for such placement agent services.
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(8)
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The
shares offered hereby consist of (i) 75,000 shares of our common stock issuable upon exercise of warrants issued to the selling
shareholder as an investor in our offering completed on October 25, 2017, and (ii) 18,750 shares of our common stock issuable
upon exercise of warrants issued to the selling shareholder on November 13, 2017, in consideration for the selling shareholder’s
agreement to waive certain covenants we had made to the selling shareholder and as an inducement to such selling shareholder
to exercise for cash the warrants we issued to him on October 25, 2017.
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(9)
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The
shares offered hereby consist of (i) 168,750 shares of our common stock issuable upon exercise of warrants issued to the selling
shareholder as an investor in our offering completed on October 25, 2017, and (ii) 42,188 shares of our common stock issuable
upon exercise of warrants issued to the selling shareholder on November 13, 2017, in consideration for the selling shareholder’s
agreement to waive certain covenants we had made to the selling shareholder and as an inducement to such selling shareholder
to exercise for cash the warrants we issued to it on October 25, 2017. Anson Advisors Inc and Anson Funds Management LP,
the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over
the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner
of Anson Funds Management LP. Moez Kassam and Adam Spears are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and
Mr. Spears each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein.
The principal business address of Anson is 190 Elgin Ave; George Town, Grand Cayman.
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(10)
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The
shares offered hereby consist of (i) 1,395,350 shares of our common stock issuable upon
exercise of warrants issued to the selling shareholder as an investor in our offering
completed on October 25, 2017, and (ii) 348,838 shares of our common stock issuable upon
exercise of warrants issued to the selling shareholder on November 13, 2017, in consideration
for the selling shareholder’s agreement to waive certain covenants we had made
to the selling shareholder.
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Mitchell
P. Kopin (“
Mr. Kopin
”) and Daniel B. Asher (“
Mr. Asher
”),
each of whom are managers of Intracoastal Capital LLC (“
Intracoastal
”),
have shared voting control and investment discretion over the securities reported herein
that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed
to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”)) of the securities reported
herein that are held by Intracoastal.
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Mr.
Asher, who is a manager of Intracoastal, is also a control person of a broker-dealer.
As a result of such common control, Intracoastal may be deemed to be an affiliate of
a broker-dealer. Intracoastal acquired the ordinary shares being registered hereunder
in the ordinary course of business, and at the time of the acquisition of the ordinary
shares and warrants described herein, Intracoastal did not have any arrangements or understandings
with any person to distribute such securities.
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(11)
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The
shares offered hereby consist of shares of our common stock issuable upon exercise of warrants issued to the selling shareholder
as the designee of our placement agent for certain equity offerings, as compensation for such placement agent services.
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(12)
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The
shares offered hereby consist of shares of our common stock issuable upon exercise of warrants issued to the selling shareholder
as the designee of our placement agent for certain equity offerings, as compensation for such placement agent services.
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(13)
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The
shares offered hereby consist of (i) 750,000 shares of our common stock issuable upon exercise of warrants issued to the selling
shareholder as an investor in our offering completed on October 25, 2017, and (ii) 187,500 shares of our common stock issuable
upon exercise of warrants issued to the selling shareholder on November 13, 2017, in consideration for the selling shareholder’s
agreement to waive certain covenants we had made to the selling shareholder and as an inducement to such selling shareholder
to exercise for cash the warrants we issued to him on October 25, 2017.
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(14)
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The
shares offered hereby consist of (i) 750,000 shares of our common stock issuable upon exercise of warrants issued to the selling
shareholder as an investor in our offering completed on October 25, 2017, (ii) 94,707 shares of our common stock issuable
upon exercise of warrants issued to the selling shareholder as the designee of our placement agent for certain equity offerings,
as compensation for such placement agent services, and (iii) 187,500 shares of our common stock issuable upon exercise of
warrants issued to the selling shareholder on November 13, 2017, in consideration for the selling shareholder’s agreement
to waive certain covenants we had made to the selling shareholder and as an inducement to such selling shareholder to exercise
for cash the warrants we issued to it on October 25, 2017.
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(15)
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The
shares offered hereby consist of shares of our common stock issuable upon exercise of warrants issued to the selling shareholder
on November 13, 2017, in consideration for the selling shareholder’s agreement to waive certain covenants we had made
to the selling shareholder and as an inducement to such selling shareholder to exercise for cash certain warrants we issued
to it on October 27, 2017. The shares beneficially owned before and after this offering may be deemed beneficially owned by
Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of our common stock held by
certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with
respect to shares of our common stock held by certain investment funds managed by Point72 Asset Management; and (iii) Steven
A. Cohen with respect to shares of our common stock beneficially owned by Point72 Asset Management and Point72 Capital Advisors
Inc.
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(16)
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The
shares offered hereby consist of shares of our common stock issuable upon exercise of warrants issued on November 13, 2017,
as an inducement to the selling shareholders to exercise for cash certain outstanding warrants to purchase our common stock
that we issued and sold in May 2016. This stockholder has indicated that Hal Mintz has voting and investment power over
the shares held by it. This stockholder has indicated that Sabby Management, LLC serves as its investment manager, that Hal
Mintz is the manager of Sabby Management, LLC and that each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership
over these shares except to the extent of any pecuniary interest therein.
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PLAN
OF DISTRIBUTION
We
are registering the shares of common stock issuable to the selling shareholders to permit the resale of these shares of common
stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident
to the registration of the shares of common stock.
The
selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges
or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the
time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions. The selling shareholders may use any one or more of the following methods when
selling shares:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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settlement
of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
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broker-dealers
may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
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through
the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange
or otherwise;
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a
combination of any such methods of sale; and
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any
other method permitted pursuant to applicable law.
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The
selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this
prospectus, provided that they meet the criteria and conform to the requirements of those provisions.
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal.
Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case
of an agency transaction will not be in excess of a customary brokerage commission in compliance with applicable rules of the
Financial Industry Regulatory Authority, or FINRA.
In
connection with sales of the shares of common stock or otherwise, and unless limited by any contractual arrangements with us,
the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume and the selling
shareholders may also sell shares of common stock short and if such short sale shall take place after the date that this registration
statement is declared effective by the SEC, the selling shareholders may deliver shares of common stock covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also
loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable
law. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling shareholders have
been advised that they may not use shares registered pursuant to the registration statement, of which this prospectus is
a part, to cover short sales of our common stock made prior to the date the registration statement is declared effective
by the SEC.
The
selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include
the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders
also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The
selling shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock offered hereby
may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection
with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent
and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities
Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities
of, including without limitation, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange
Act.
Except
as noted under the caption “Selling Shareholders” above, each
selling shareholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing
by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock
through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer,
a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the
name of each such selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall
any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed 8%.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with in all
respects.
Any
selling shareholder may sell some, all or none of the shares of common stock to be registered pursuant to the registration statement
of which this prospectus forms a part.
Each
selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the shares of common stock by the selling shareholder and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.
We
will pay all expenses of the registration of the shares of common stock, including, without limitation, SEC filing fees and expenses
of compliance with state securities or “blue sky” laws; provided, however, that each selling shareholder will pay
all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We may indemnify the selling
shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the agreements
with the selling shareholders, or the selling shareholders may be entitled to contribution.
DESCRIPTION
OF CAPITAL STOCK
General
The
following summary of the material features of our capital stock does not purport to be complete and is subject to, and qualified
in its entirety by, the provisions of our articles of incorporation, as currently in effect, our amended and restated bylaws,
the Nevada Revised Statutes and other applicable law. Copies of our articles of incorporation and bylaws are exhibits to the registration
statement of which this prospectus is a part.
Pursuant
to our articles of incorporation, we are currently authorized to issue 160,000,000 shares of common stock, par value $0.0001 per
share. As of November 13, 2017, there were 35,217,727 shares of our common stock outstanding.
Common
Stock
Voting
Rights
The
outstanding shares of our common stock are fully paid and non-assessable. Holders of our common stock are entitled to one vote,
in person or by proxy, for each share held of record on all matters submitted to a vote of the stockholders. Except as otherwise
provided by applicable law, holders of our common stock are not entitled to cumulative voting of their shares in elections of
directors.
Dividends
Subject
to the provisions of applicable law, including the Nevada Revised Statutes, the holders of shares of our common stock are entitled
to receive, when and as declared by the board of directors, dividends or other distributions (whether payable in cash, property,
or securities of OncoSec) out of the assets of OncoSec legally available for such dividends or other distributions.
Other
Rights
No
stockholder of OncoSec has any preemptive right under our articles of incorporation to subscribe for, purchase, or otherwise acquire
shares of any class or series of capital stock of OncoSec. The shares of our common stock are not subject to redemption by operation
of a sinking fund or otherwise. In the event of any liquidation, dissolution, or winding up of OncoSec, subject to the rights,
if any, of the holders of other classes of our capital stock, the holders of shares of our common stock are entitled to receive
any of our assets available for distribution to our stockholders ratably in proportion to the number of shares held by them.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “ONCS.”
Liability
and Indemnification of Directors and Officers
The
Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must
have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests.
In a criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful.
Under
applicable sections of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer
affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined
the officer or director did not meet the standards.
Our
bylaws include an indemnification provision under which we must indemnify any of our directors or officers, or any of our former
directors or officers, to the full extent permitted by law. We have also entered into indemnification agreements with each of
our directors and officers under which we must indemnify them to the full extent permitted by law. If Section 2115 of the California
Corporations Code is applicable to us, certain laws of California relating to the indemnification of directors, officer and others
also will govern.
At
present, there is no pending litigation or proceeding involving any of our directors or officers for which indemnification is
sought, nor are we aware of any threatened litigation that is likely to result in claims for indemnification. We also maintain
insurance policies that indemnify our directors and officers against various liabilities, including liabilities arising under
the Securities Act, which may be incurred by any director or officer in his or her capacity as such.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person
of ours in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against
public policy in the Securities Act and will be governed by the final adjudication of such issue.
Anti-Takeover
Provisions of Nevada State Law
Some
features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from
making takeover bids for control of us or may be used to hinder or delay a takeover bid. This would decrease the chance that our
stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid.
Acquisition
of Controlling Interest
The
Nevada Revised Statutes contain provisions governing acquisition of a controlling interest of a Nevada corporation. These provisions
provide generally that any person or entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation
may be denied voting rights with respect to the acquired shares, unless certain criteria are satisfied. Our Amended and Restated
Bylaws provide that these provisions will not apply to us or to any existing or future stockholder or stockholders.
Combination
with Interested Stockholder
The
Nevada Revised Statutes contain provisions governing the combination of a Nevada corporation that has 200 or more stockholders
of record with an interested stockholder. These provisions may have the effect of delaying or making it more difficult to affect
a change in control of our company.
A
corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires
his, her or its shares unless the combination or purchase is approved by the board of directors before the interested stockholder
acquired such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business
combination may be consummated with the approval of the board of directors before the person became an interested stockholder
or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested
stockholders is at least equal to the highest of:
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the
highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement
of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested
stockholder, whichever is higher;
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the
market value per share on the date of announcement of the combination or the date the person became an interested stockholder,
whichever is higher; or
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if
higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.
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Generally,
these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more
of the voting power of the outstanding voting shares of a corporation, and define combination to include any merger or consolidation
with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction
or a series of transactions with an interested stockholder of assets of the corporation having:
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an
aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;
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an
aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or
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representing
10% or more of the earning power or net income of the corporation.
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Articles
of Incorporation and Bylaws
There
are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our
company and that would operate only with respect to an extraordinary corporate transaction involving our company or any of our
subsidiaries, such as merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.
Transfer
Agent
The
transfer agent for our common stock is Nevada Agency and Transfer Company. The transfer agent’s address is 50 West Liberty
Street, Suite 880, Reno, Nevada 89501.
LEGAL
MATTERS
The
validity of the common stock being offered pursuant to this prospectus is being passed upon by McDonald Carano LLP, Reno, Nevada.
EXPERTS
The
financial statements incorporated by reference in this prospectus have been so incorporated by reference in reliance upon the
reports of Mayer Hoffman McCann P.C., independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the Exchange Act. In accordance with the Exchange Act, we file annual, quarterly
and current reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information
filed by us are available to the public free of charge at the SEC’s website at
www.sec.gov
. You may also read and
copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of certain
information filed by us with the SEC are also available on our website at
www.oncosec.com
. We have not incorporated by
reference in this prospectus the information on our website and it is not a part of this document.
This
prospectus is part of a registration statement that we have filed with the SEC. This prospectus omits some information contained
in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in
the registration statement for further information about us and the securities being offered hereby.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
incorporate by reference the filed documents listed below (excluding those portions of any Current Report on Form 8-K that are
not deemed “filed” pursuant to the General Instructions of Form 8-K), except as superseded, supplemented or modified
by this prospectus or any subsequently filed document incorporated by reference herein as described below:
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our
Annual Report on Form 10-K for the fiscal year ended July 31, 2017, filed with the SEC on October 25, 2017; and
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our
Current Reports on Form 8-K filed with the SEC on September 5, 2017, September 11, 2017, October 24, 2017, October 25, 2017,
October 26, 2017, November 9, 2017 and November 13, 2017.
|
We
also incorporate by reference into this prospectus additional documents we may file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any
information not deemed “filed” with the SEC). Any statement contained in a previously filed document is deemed to
be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in a
subsequently filed document incorporated by reference herein modifies or supersedes the statement, and any statement contained
in this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained
in a subsequently filed document incorporated by reference herein modifies or supersedes the statement.
We
will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon
the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including
exhibits. Requests should be directed to:
OncoSec
Medical Incorporated
5820
Nancy Ridge Drive
San
Diego, California 92121
Attn:
Investor Relations
(855)
662-6732
The
documents incorporated by reference may be accessed at our website at
www.oncosec.com
.
ONCOSEC
MEDICAL INCORPORATED
PROSPECTUS
6,833,168
Shares of Common Stock
Dated
__, 2017
PART
II
Information
Not Required in Prospectus
Unless
the context indicates otherwise, all references to OncoSec, our Company, we, us and our in this Part II refer to OncoSec Medical
Incorporated, a Nevada corporation, and its consolidated subsidiaries.
Item
13. Other Expenses of Issuance and Distribution.
Set
forth below is an estimate (except for registration fees, which are actual) of the approximate amount of each type of fees and
expenses listed below that were paid or are payable by us in connection with the issuance and distribution of the shares of common
stock to be registered by this registration statement. None of the expenses listed below are to be borne by any of the selling
shareholders named in the prospectus that forms a part of this registration statement.
|
SEC
registration fee
|
|
$
|
2,000
|
|
|
Accounting
fees and expenses
|
|
|
7,500
|
|
|
Legal
fees and expenses
|
|
|
50,000
|
|
|
Printing
and miscellaneous expenses
|
|
|
6,000
|
|
|
Total
|
|
$
|
65,500
|
|
Item
14. Indemnification of Officers and Directors.
Nevada
Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted
himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a
criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful.
Under
applicable sections of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer
affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined
the officer or director did not meet the standards.
Our
bylaws include an indemnification provision under which we must indemnify any of our directors or officers, or any of our former
directors or officers, to the full extent permitted by law. We have also entered into indemnification agreements with each of
our directors and officers under which we must indemnify them to the full extent permitted by law. If Section 2115 of the California
Corporations Code is applicable to us, certain laws of California relating to the indemnification of directors, officer and others
also will govern.
At
present, there is no pending litigation or proceeding involving any of our directors or officers for which indemnification is
sought, nor are we aware of any threatened litigation that is likely to result in claims for indemnification. We also maintain
insurance policies that indemnify our directors and officers against various liabilities, including liabilities arising under
the Securities Act of 1933, as amended, or the Securities Act, which may be incurred by any director or officer in his or her
capacity as such.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a
director, officer or controlling person of ours in successful defense of any action, suit, or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such
indemnification by it is against public policy in the Securities Act and will be governed by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
On
June 8, 2015, in connection with a registered direct offering, the Company issued warrants to purchase up to 123,455 shares of
the Company’s common stock (the “June 2015 Warrants”) in a private placement to the placement agent and financial
advisors in the offering in consideration for their services in the offering. The June 2015 Warrants have an exercise price of
$6.88 per share, were exercisable as of December 8, 2015 and expire on May 12, 2019.
On
November 6, 2015, in connection with a registered direct offering, the Company issued warrants to purchase up to 107,143 shares
of the Company’s common stock (the “November 2015 Warrants”) in a private placement to the placement agent and
financial advisors in the offering in consideration for their services in the offering. The November 2015 Warrants have an exercise
price of $4.375 per share, were exercisable 6 months after the date of issuance and expire on the 5-year anniversary of issuance.
On
May 26, 2016, in connection with a registered direct offering, the Company issued warrants to purchase up to 275,482 shares of
the Company’s common stock (the “May 2016 Warrants”) in a private placement to the placement agent in the offering
in consideration for its services in the offering. The May 2016 Warrants have an exercise price of $2.26875 per share, were exercisable
as of the date of issuance and expire on May 24, 2021.
On
October 25, 2017, in a registered direct offering, the Company sold and issued an aggregate of 5,270,934 shares of the Company’s
common stock at an offering price of $1.34375 per share pursuant to the terms of a Securities Purchase Agreement (“Purchase
Agreement”), dated October 22, 2017 between the Company and certain accredited investors. Pursuant to the terms of the Purchase
Agreement, in a concurrent private placement, the Company issued to the investors in the offering warrants to purchase up to 3,953,200
shares of the Company’s common stock in the aggregate (the “October 25 Warrants”). The October 25 Warrants have
an exercise price of $1.25 per share, were exercisable as of the date of issuance and terminate 5.5 years following the date of
issuance. On October 25, 2017, in connection with the registered direct offering, the Company issued warrants to purchase up to
316,257 shares of the Company’s common stock (the “Placement Agent Warrants”) in a private placement to the
placement agent in the offering in consideration for its services in the offering. The Placement Agent Warrants have an exercise
price of $1.68 per share, were exercisable as of the date of issuance and expire on October 21, 2022.
On
October 27, 2017, in connection with a registered direct offering, the Company issued warrants to purchase up to 48,000 shares
of the Company’s common stock (the “October 27 Warrants”) in a private placement to the placement agent in the
offering in consideration for its services in the offering. The October 27 Warrants have an exercise price of $1.68 per share,
were exercisable as of the date of issuance and expire on October 25, 2022.
On
November 13, 2017, the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with certain
holders (the “Exercising Holders”) of outstanding warrants (the “Original Warrants”) to purchase up to
an aggregate of 5,509,642 shares of the Company’s common stock, at an exercise price of $1.69 per share. Pursuant to the
terms of the Exercise Agreement, and in order to induce the exercise of the Original Warrants, the Company issued in a private
placement, new warrants (the “New Warrants”) to purchase up to an aggregate of 1,377,411 shares of the Company’s
common stock upon the cash exercise of the Original Warrants on November 13, 2017. The New Warrants have an exercise price
of $2.26 per share, are, subject to certain ownership limitations described in the New Warrants, exercisable six months after
the original issuance date thereof, and expire two years from the original issuance date thereof.
Also
on November 13, 2017, and in connection with its entry into the Exercise Agreement, the Company agreed to issue warrants (the
“October 2017 Investor Warrants” and together with the June 2015 Warrants, the November 2015 Warrants, the May 2016
Warrants, the October 25 Warrants, the Placement Agent Warrants, the October 27 Warrants and the New Warrants, the “Warrants”)
to purchase up to an aggregate of 1,138,300 shares of the Company’s common stock to the accredited investors that participated
in the Company’s equity financings completed in October 2017 (“October 2017 Investors”), in consideration for
such October 2017 Investors’ agreement to waive certain covenants made by the Company to such October 2017 Investors, including
a prohibition against certain subsequent sales of the Company’s securities and certain rights to participate in subsequent
equity or debt financings by the Company. The terms of the October 2017 Investor Warrants will be substantially similar to the
terms of the New Warrants, except that the October 2017 Investor Warrants (i) will become exercisable only if and when such
October 2017 Investor exercises in full and for cash certain warrants to purchase Common Stock that were sold to such October
2017 Investor in the Company’s equity financings completed in October 2017, and (ii) will contain certain prohibitions against
short sales by the October 2017 Investors with respect to the common stock issuable upon exercise of the October 2017 Investor
Warrants.
The
Warrants and the shares of common stock issuable upon exercise of the Warrants were offered and sold without registration under
the Securities Act, pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and, in some cases, Rule 506(b)
thereunder, as a transaction not involving a public offering and similar exemptions under applicable state laws, in reliance on
the following facts: no general solicitation was used in the offer or sale of such securities; the recipients of such securities
had adequate access to information about the Company, through pre-existing relationships or otherwise; and such securities were
issued as restricted securities with restricted legends referring to the Securities Act.
The
Company granted stock options (the “new stock options”) to certain employees, directors and consultants of the Company
(the “eligible participants”), in exchange for the cancellation of certain stock options (the “eligible stock
options”) tendered by such eligible participants in the Company’s exchange offer (the “Exchange Offer”)
which commenced on November 16, 2016. The Exchange Offer was completed on the terms and under the conditions set forth in the
Offer to Exchange Certain Stock Options for New Stock Options, dated November 16, 2016 (the “Offer to Exchange”),
filed as Exhibit (a)(1)(A) to the Company’s Tender Offer Statement on Schedule TO related to the Exchange Offer, the related
Election and Withdrawal Form, filed as Exhibit (a)(1)(C) to the Company’s Tender Offer Statement on Schedule TO related
to the Exchange Offer, and the terms and conditions of the applicable stock option grant documents. Effective as of December 14,
2016, the Company cancelled all eligible stock options that were tendered in the Exchange Offer and, in exchange, granted new
options to purchase up to 1,070,536 shares of the Company’s common stock with an exercise price of $1.29 per share. The
new stock options were granted in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities
Act based on the following facts: (i) the Exchange Offer was made, and the new stock options were granted, to the Company’s
existing security holders exclusively; and (ii) no commission or other remuneration was paid or given directly or indirectly for
soliciting the Exchange Offer.
Item
16. Exhibits and Financial Statement Schedules.
See
the Exhibit Index immediately following the signature page hereto, which is incorporated in this Item 16 by reference.
Item
17. Undertakings.
|
(a)
|
The
undersigned registrant hereby undertakes:
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
|
|
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
|
|
|
|
|
|
|
(iii)
|
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
|
|
|
|
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
|
|
|
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any purchaser:
|
|
|
(i)
|
Each
prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration
statements relying on Rule430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness.
Provided
,
however
,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
|
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
|
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
|
|
|
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on November 15, 2017.
|
|
ONCOSEC
MEDICAL INCORPORATED
|
|
|
|
|
|
Date:
November 15, 2017
|
By:
|
/s/
Daniel J. O’Connor
|
|
|
|
Daniel
J. O’Connor, J.D.,
Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Punit Dhillon, Daniel O’Connor
and Richard Slansky, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer and Director
|
|
|
|
/s/
Daniel J. O’Connor
|
|
(
Principal
Executive Officer
)
|
|
November
15, 2017
|
|
Daniel
J. O’Connor, JD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
/s/
Richard B. Slansky
|
|
(
Principal
Financial and Accounting Officer
)
|
|
November
15, 2017
|
|
Richard
B. Slansky
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Punit S. Dhillon
|
|
President
and Director
|
|
November
15, 2017
|
|
Punit
S. Dhillon
|
|
|
|
|
|
|
|
|
|
|
|
/s/
James DeMesa
|
|
Director
|
|
November
15, 2017
|
|
Dr.
James DeMesa
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Avtar Dhillon
|
|
Director
|
|
November
15, 2017
|
|
Dr.
Avtar Dhillon
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Anthony Maida, III
|
|
Director
|
|
November
15, 2017
|
|
Dr.
Anthony Maida, III
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Annalisa Jenkins
|
|
Director
|
|
November
15, 2017
|
|
Dr.
Annalisa Jenkins
|
|
|
|
|
EXHIBIT
INDEX
The
following exhibits are being filed with or incorporated by reference in this report:
Exhibit
Number
|
|
Description
of Exhibit
|
|
|
|
|
|
3.1
|
|
Articles
of Incorporation of OncoSec Medical Incorporated, as amended
|
|
|
|
|
|
3.2
|
|
Amended
and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K, filed on March 6, 2012)
|
|
|
|
|
|
4.1
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on December 19, 2012)
|
|
|
|
|
|
4.2
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on September 19, 2013)
|
|
|
|
|
|
4.3
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on June 5, 2014)
|
|
|
|
|
|
4.4
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on November
5, 2015)
|
|
|
|
|
|
4.5
|
|
Form
of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed
on May 24, 2016)
|
|
|
|
|
|
4.6
|
|
Form
of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed
on May 24, 2016)
|
|
|
|
|
|
4.7
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on October
24, 2017)
|
|
|
|
|
|
4.8
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on October
26, 2017)
|
|
|
|
|
|
4.9
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on November
13, 2017)
|
|
|
|
|
|
4.10
|
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed on November
13, 2017)
|
|
|
|
|
|
5.1*
|
|
Opinion
of McDonald Carano LLP
|
|
|
|
|
|
10.1†
|
|
Cross-License
Agreement, dated March 24, 2011 by and between OncoSec Medical Incorporated and Inovio Pharmaceuticals, Inc. (incorporated
by reference to our Quarterly Report on Form 10-Q, filed on June 14, 2011)
|
|
|
|
|
|
10.2#
|
|
Employment
Agreement with Punit Dhillon dated May 18, 2011 (incorporated by reference to our Quarterly Report on Form 10-Q, filed on
June 14, 2011)
|
|
|
|
|
|
10.3#
|
|
Form
of Indemnification Agreement (incorporated by reference to our Current Report on Form 8-K, filed on October 29, 2015)
|
|
|
|
|
|
10.4#
|
|
Executive
Employment Agreement, effective July 6, 2015, by and between the Company and Richard Slansky (incorporated by reference to
our Quarterly Report on Form 10-Q, filed on December 8, 2015)
|
|
|
|
|
|
10.5#
|
|
Amended
and Restated Executive Employment Agreement, effective November 7, 2017, by and between the Company and Punit Dhillon (incorporated
by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on November 9, 2017)
|
|
|
|
|
|
10.6#
|
|
Executive
Employment Agreement, effective November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by
reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 9, 2017)
|
|
10.7#
|
|
Stock
Option Award Agreement, dated November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by reference
to Exhibit A to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 9, 2017)
|
|
|
|
|
|
10.8#
|
|
Stock
Option Award Agreement, dated November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by reference
to Exhibit B to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 9, 2017)
|
|
|
|
|
|
10.9#
|
|
OncoSec
Medical Incorporated 2011 Stock Incentive Plan, as amended and restated (incorporated by reference to our Current Report on
Form 8-K, filed on December 7, 2016)
|
|
|
|
|
|
10.10
|
|
Lease
Agreement, dated December 31, 2014, by and between the Company and ARE-SD Region No. 18, LLC (incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K, filed on January 2, 2015)
|
|
|
|
|
|
10.11
|
|
Securities
Purchase Agreement, dated as of November 3, 2015, by and among the Company and signatories thereto (incorporated by reference
to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 5, 2015)
|
|
|
|
|
|
10.12
|
|
Placement
Agency Agreement, dated as of November 3, 2015, by and between the Company and H.C. Wainwrights & Co., LLC (incorporated
by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on November 5, 2015)
|
|
|
|
|
|
10.13
|
|
Securities
Purchase Agreement, dated as of May 22, 2016, by and among the Company and signatories thereto (incorporated by reference
to Exhibit 10.1 of our Current Report on Form 8-K, filed on May 24, 2016)
|
|
|
|
|
|
10.14
|
|
Placement
Agency Agreement, dated as of May 22, 2016, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by
reference to Exhibit 10.2 our Current Report on Form 8-K, filed on May 24, 2016)
|
|
|
|
|
|
10.15
|
|
Securities
Purchase Agreement, dated October 25, 2017, by and between the Company and the purchaser named therein (incorporated by reference
to Exhibit 10.1 of our Current Report on Form 8-K, filed on October 26, 2017)
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10.16†
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Clinical
Trial Collaboration and Supply Agreement, dated as of May 10, 2017, by and between the Company and MSD International GmbH
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21.1*
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Subsidiaries
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23.1*
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Consent
of Independent Registered Public Accounting Firm, Mayer Hoffman McCann P.C.
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23.2*
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Consent
of McDonald Carano LLP (included in Exhibit 5.1).
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24.1*
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Power
of Attorney (included in signature page)
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*
Filed herewith.
#
Management contract or compensatory plan or arrangement.
†Confidential
treatment has been granted or requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange
Act of 1934 and these confidential portions have been redacted from the filing that is incorporated by reference. A complete copy
of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.
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