SAN DIEGO, Oct. 23, 2017 /PRNewswire/ -- OncoSec
Medical Incorporated ("OncoSec") (NASDAQ: ONCS), a company
developing DNA-based intratumoral cancer immunotherapies, announced
today that it has entered into definitive purchase agreements with
certain accredited investors to purchase 5,270,934 shares of its
common stock, at a purchase price per share of $1.34375 in a registered direct offering priced
at the market. Additionally, OncoSec has also agreed to issue to
the investors unregistered warrants to purchase up to an aggregate
of 3,953,200 shares of common stock at an exercise price of
$1.25 per share for a term of 5.5
years. The warrants are immediately exercisable on the date of
issuance. The offering is expected to close on or about
October 25, 2017, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is
acting as the exclusive placement agent for the offering.
The gross proceeds of the offering are expected to be
approximately $7.1 million. Net
proceeds, after deducting the placement agent's fee and other
estimated offering expenses payable by OncoSec, are expected to be
approximately $6.2 million. OncoSec
intends to use the net proceeds from this offering for working
capital and general corporate purposes, including primarily for the
PISCES/KEYNOTE-695 study, and for other clinical, research and
development activities.
The shares of common stock (but not the warrants or the shares
of common stock underlying the warrants) are being offered by the
Company pursuant to a "shelf" registration statement on Form S-3
that was filed and declared effective by the Securities and
Exchange Commission ("SEC") and the base prospectus contained
therein (File No. 333- 213036). The offering of the shares of
common stock will be made only by means of a written prospectus and
prospectus supplement that form a part of the registration
statement. The warrants described above were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Act"), and Regulation D promulgated thereunder and,
along with the shares of common stock underlying the warrants, have
not been registered under the Act, or applicable state securities
laws. Accordingly, the warrants and underlying shares of common
stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
A prospectus supplement and accompanying base prospectus
relating to the shares of common stock being offered will be filed
with the SEC. Copies of the final prospectus supplement and
accompanying base prospectus may be obtained, when available, on
the SEC's website at http://www.sec.gov or by contacting
H.C. Wainwright & Co., LLC at
430 Park Avenue, 4th Floor, New York,
NY 10022, by phone at 646-975-6996 or e-mail at
placements@hcwco.com.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About OncoSec Medical Incorporated
OncoSec is 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. OncoSec's core platform
technology, ImmunoPulse®, is designed to deliver
DNA-encoded drugs directly into a solid tumor and promote an
inflammatory response against cancer. OncoSec's lead product
candidate, ImmunoPulse® IL-12, uses OncoSec's
electroporation device to deliver a DNA-encoded interleukin-12
("IL-12"), called tavokinogene telseplasmid, 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. OncoSec's current focus is to
pursue its registration-directed study of ImmunoPulse®
IL-12 in combination with an approved therapy for melanoma in
patients who have shown resistance to or relapse from certain other
cancer therapies. In addition, OncoSec is developing 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. For more information,
please visit www.oncosec.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by words such as
"can," "may," "will," "suggest," "look forward to," "potential,"
"understand," and similar references to future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based on
management's current preliminary expectations and are subject to
risks and uncertainties, which may cause OncoSec's results to
differ materially and adversely from the statements contained
herein. Potential risks and uncertainties that could cause actual
results to differ from those predicted include, among others, the
following: risks associated with market conditions; the
satisfaction of customary closing conditions related to the
offering; uncertainties inherent in pre-clinical studies and
clinical trials, such as the ability to enroll patients in clinical
trials and the risk of adverse events; unexpected new data, safety
and technical issues; OncoSec's ability to raise additional funding
necessary to fund continued operations; and the other factors
discussed in OncoSec's filings with the SEC.
Undue reliance should not be placed on forward-looking
statements, which speak only as of the date they are made. OncoSec
disclaims any obligation to update any forward-looking statements
to reflect new information, events or circumstances after the date
they are made, or to reflect the occurrence of unanticipated
events.
CONTACT:
Investor Relations
OncoSec Medical Incorporated
855-662-6732
investors@oncosec.com
Media Relations
OncoSec Medical Incorporated
855-662-6732
media@oncosec.com
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SOURCE OncoSec Medical Incorporated