Withdrawal of Registration Statement (rw)
February 28 2023 - 4:49PM
Edgar (US Regulatory)
OncoSec
Medical Incorporated
820
Bear Tavern Road
Ewing,
New Jersey 08628
February
28, 2023
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re: |
|
OncoSec
Medical Incorporated
Request
for Withdrawal of Registration Statement on Form S-1
Filed
on February 1, 2023
File
No. 333-269517 |
Ladies
and Gentlemen:
Pursuant
to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”), OncoSec Medical Incorporated, a Nevada
corporation (the “Company”), hereby respectfully requests that that the Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of the Registration Statement on Form S-1 (File No. 333-269517),
together with all exhibits and amendments thereto, as initially filed with the Commission on February 1, 2023 (collectively, “Registration
Statement”), effective immediately or at the earliest practicable date hereafter.
The
Company is seeking withdrawal of the Registration Statement because it opted not to pursue the offering contemplated thereby at this
time. The Company confirms that the Registration Statement has not been declared effective and that no securities have been sold
pursuant to the Registration Statement.
Accordingly,
the Company requests that the Commission issue an order granting the withdrawal of the Registration Statement (the “Order”)
effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to the undersigned
at 820 Bear Tavern Road, Ewing, New Jersey 08628, with a copy to Christopher L. Tinen of Procopio, Cory, Hargreaves & Savitch LLP
via email at Christopher.Tinen@procopio.com or via facsimile at (619) 744-5459.
Additionally,
in accordance with Rule 457(p) of the Securities Act, the Company requests that all fees paid to the Commission in connection with the
initial filing of the Registration Statement be credited for future use by the Company.
Should
you have any questions regarding this request for withdrawal, or if you require any additional information, please contact Christopher
L. Tinen of Procopio, Cory, Hargreaves & Savitch LLP by telephone at (858) 720-6320.
|
Very
truly yours, |
|
|
|
|
|
/s/
Robert H. Arch |
|
Name: |
Robert
H. Arch |
|
Title: |
President
and Chief Executive Officer |
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