ONCS OncoSec Medical Incorporated

CUSIP No. 68234L207

Alpha Holdings, Inc.

(a) ☐

(b) ☐

Republic of Korea

CO

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “ Common Stock ”), of OncoSec Medical Incorporated (the “ Issuer ”). The address of Issuer’s principal executive offices is

3565 General Atomics Court, Suite 100, San Diego, CA 92121

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

On August 31, 2018, the Issuer and Alpha Holdings, Inc. (“ Alpha ”) entered into a stock purchase agreement (the “ Purchase Agreement ”), pursuant to which the Issuer agreed to issue and sell to Alpha 5,333,333 shares of its common stock (“ First Tranche Shares ”) at a closing to be held not prior to 60 ^th day following the date of the Purchase Agreement, and subject to the satisfaction of certain closing conditions, 4,666,667 shares of its common stock (“ Second Tranche Shares ”) at the second closing on or before December 15, 2018. The closing of the purchase of the First Tranche Shares shares occurred on October 9, 2018.

The source of funds for the transactions set forth in this Item 3 will be working capital of Alpha.

Item 4. Purpose of Transaction.

Alpha acquired shares of the Company’s common stock for investment purposes. All of the shares of common stock were acquired based upon Alpha’s belief that these securities represented an attractive investment opportunity.

Stock Purchase Agreement

As set forth above in Item 3., on August 31, 2018, Alpha and the Issuer entered into the Purchase Agreement, pursuant to which the Company agreed to issue and sell to Alpha, and Alpha Agreed to purchase, the First Tranche Shares and the Second Tranche Shares at a market purchase price of $1.50 per share, which was the closing price of the Company’s common stock the day immediately before the Agreement was executed by the parties, in each case subject to the satisfaction of closing conditions.  As set forth above in Item 3., the closing of the purchase of the First Tranche Shares occurred on October 9, 2018. 

The Purchase Agreement includes customary representations, warranties, closing conditions and covenants by the Issuer and Alpha, including a standstill agreement and limited pro-rata future participation rights subject to Alpha maintaining significant specified stock ownership levels. The shares will also be subject to a lock-up period of six months following the respective purchase date of each tranche.

Alpha has the option to nominate an observer to the Board of Directors of the Issuer following the closing of the First Tranche Shares and has the option to nominate a director to the Board of Directors of the Company following the closing of the Second Tranche Shares. Each nomination is subject to Alpha maintaining significant specified stock ownership levels in the Issuer.

The summary of the Agreement set forth above does not purport to be complete and is subject to and qualified in its entirety by reference to the text of such agreement.

Subject to the terms of the Purchase Agreement, including the 6-month lock-up provision (as further described in Item 6), Alpha reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate any purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of Alpha, market conditions or other factors. Subject to the terms of the Purchase Agreement, Alpha may communicate with the Issuer’s management and/or board of directors or with other stockholders to discuss any purposes, plans or proposals.

Item 5.   Interest in Securities of the Issuer.

Alpha is the beneficial owner of 5,333,333 shares of common stock, which represents 9.2% of all outstanding shares of common stock of the Issuer, based on 57,677,944 shares of common stock outstanding as of June 6, 2018, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2018, filed with the SEC on June 13, 2018, plus the shares issued to Alpha pursuant to the Purchase Agreement.

Sole Voting Power: 5,333,333 

Shared Voting Power: 0 

Sole Dispositive Power: 5,333,333 

Shared Dispositive Power: 0

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Alpha has the right to assign its rights and obligations under the Purchase Agreement to purchase the second tranche shares, in whole or in part, to another entity selected by Alpha with the written consent of Issuer.

Item 7. Material to be filed as Exhibits

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.