SPECIAL
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain
matters discussed in this prospectus supplement and the accompanying prospectus, including matters discussed under the
captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K, each as incorporated by reference herein, may constitute
forward-looking statements for purposes of the Securities Act of 1933, as amended, or the Securities Act, and the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially different from the future results,
performance or achievements expressed or implied by such forward-looking statements. The words “anticipate,”
“believe,” “estimate,” “may,” “expect” and similar expressions are generally
intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in
these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the
caption “Risk Factors,” and elsewhere in this prospectus supplement and the documents incorporated by reference
herein, as well as other factors which may be identified from time to time in our other filings with the SEC, or in the
documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are
expressly qualified in their entirety by these cautionary statements.
Some
of the factors that we believe could cause actual results to differ from those anticipated or predicted include:
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success and timing of our clinical trials, including safety and efficacy of our product candidates, patient accrual, unexpected
or expected safety events, and the usability of data generated from our trials;
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our
ability to successfully file and obtain timely marketing approval from the U.S. Food and Drug Administration, or FDA, or comparable
foreign regulatory agency for one or more Biologics License Applications, or BLAs, or New Drug Applications, or NDAs;
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our
ability to obtain and maintain marketing approval from regulatory agencies for our products in the U.S. and foreign countries;
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our
ability to adhere to ongoing compliance requirements of all health authorities, in the U.S. and foreign countries;
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our
ability to obtain and maintain adequate reimbursement for our products;
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our
ability to obtain the desired labeling of our products under any regulatory approval we might receive;
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our
plans to develop and commercialize our products;
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the
successful development and implementation of sales and marketing campaigns;
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the
loss of key scientific or management personnel;
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the
size and growth of the potential markets for our product candidates and our ability to serve those markets;
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our
ability to successfully compete in the potential markets for our product candidates, if commercialized;
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regulatory
developments in the United States and foreign countries;
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the
rate and degree of market acceptance of any of our product candidates;
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new
products, product candidates or new uses for existing products or technologies introduced or announced by our competitors
and the timing of these introductions or announcements;
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market
conditions in the pharmaceutical and biotechnology sectors;
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our
available cash and investments;
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the
accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;
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our
ability to obtain additional funding;
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our
ability to obtain and maintain intellectual property protection for our product candidates;
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our
ability to maintain license agreements for our licensed product candidates;
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the
success and timing of our preclinical studies, including those intended to support an Investigational New Drug, or IND, application;
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the
ability of our product candidates to successfully perform and advance in clinical trials;
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our
ability to obtain and maintain authorization from regulatory authorities for use of our product candidates for initiation
and conduct of clinical trials;
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our
ability to manufacture and supply our products, gain access to products we plan to use in combination studies and the performance
of and reliance on third-party manufacturers and suppliers;
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the
ongoing impact of the COVID-19 pandemic;
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the
performance of our clinical research organizations, clinical trial sponsors, and clinical trial investigators; and
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our
ability to successfully implement our strategy.
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The
forward-looking statements contained in this prospectus supplement and accompanying prospectus reflect our views and assumptions
only as of the date of this prospectus supplement. Except as required by law, we assume no responsibility for updating any forward-looking
statements.
This
prospectus supplement includes statistical and other industry and market data that we obtained from industry publications and
research, surveys and studies conducted by third-parties. Industry publications and third-party research, surveys and studies
generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee
the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys
and studies are reliable, we have not independently verified such data.
We
qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking
statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus supplement,
in the accompanying prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain
all of the information that you should consider before making an investment decision. To fully understand this offering and its
consequences to you, you should read this entire prospectus supplement and the accompanying prospectus carefully, including the
factors described under the heading “Risk Factors” in this prospectus supplement beginning on page S-3 and page 4
of the accompanying prospectus, together with any free writing prospectus we have authorized for use in connection with this offering
and the financial statements and all other information incorporated by reference in this prospectus supplement and the accompanying
prospectus. When used in this prospectus supplement and the accompanying prospectus, except where the context otherwise requires,
the terms the “Company,” “we,” “us,” “our” or similar terms refer to OncoSec Medical
Incorporated, a Nevada corporation.
Company
Overview
We
are a late-stage 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 (“EP”)
delivery device. The ImmunoPulse® platform is designed to deliver plasmid DNA-encoded drugs directly into a solid tumor and
promote an immunological 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 is a DNA-encoded
interleukin-12 (“IL-12”), called tavokinogene telseplasmid (“TAVO”). The ImmunoPulse® EP platform
is used to deliver TAVO intratumorally, with the aim of reversing the immunosuppressive microenvironment in the treated tumor.
The activation of the appropriate inflammatory response can drive a systemic anti-tumor response against untreated tumors in other
parts of the body. In 2017, we received Fast Track designation and Orphan Drug Designation from the U.S. Food and Drug Administration
(“FDA”) for TAVO in metastatic melanoma, which could qualify TAVO for expedited FDA review, a rolling Biologics License
Application review and certain other benefits.
Our
current focus is to pursue our study of TAVO in combination with KEYTRUDA® (pembrolizumab) in melanoma, triple negative breast
cancer (“TNBC”).
KEYNOTE-695
targets melanoma patients who are definitive anti-PD-1 non-responders. In May 2017, we entered into a clinical trial collaboration
and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the KEYNOTE-695 study.
Pursuant to the terms of the agreement, both companies will bear their own costs related to manufacturing and supply of their
product, as well as be responsible for their own internal costs. We are the study sponsor and are responsible for external costs.
The KEYNOTE-695 study is currently enrolling and treating patients and is expected to complete enrollment in 2020.
We
intend to continue to pursue other ongoing or potential new trials and studies related to TAVO, in various tumor types. In addition,
we are also developing our next-generation electroporation device and applicator, including advancements toward prototypes, pursuing
discovery research to identify other product candidates that, in addition to IL-12, can be encoded into propriety plasmid-DNA,
delivered intratumorally using electroporation. Using our next-generation technology, our goal is to reverse the immunosuppressive
mechanisms of a tumor, as well as to expand our ImmunoPulse® pipeline. We believe that the flexibility of our propriety plasmid-DNA
technology allows us to deliver other immunologically relevant molecules into the tumor microenvironment in addition to the delivery
of plasmid-DNA encoding for IL-12. In March 2019, the Company had a poster presentation at the 2019 America Association for Cancer
Research (“AACR”) where it presented pre-clinical data regarding its new anti-tumor product candidate, which will
amplify the power of intratumoral IL-12 through the addition of both CXCL9, a critical T cell chemokine, and anti-CD3, a membrane
bound pan T cell stimulator. These other immunologically relevant molecules may compliment IL-12’s activity by limiting
or enhancing key pathways associated with tumor immune subversion. We have also announced the ongoing pre-clinical development
of new investigational technology to treat visceral lesions with our therapeutic candidates. We refer to this technology platform
as the Visceral Lesion Applicator (“VLA”).
OncoSec and researchers
at Providence Cancer Institute are collaborating to conduct a first-in-human trial of OncoSec’s investigation CORVax12 vaccine
candidate. Providence filed an Investigator-Initiated Investigational New Drug Application (“IND”) with the United
States Food and Drug Administration (FDA) and plans to initiate a phase 1 vaccine trial of healthy adult volunteers upon FDA’s
clearance of the IND. CORVax12 consists of OncoSec’s existing product candidate, TAVO™ (interleukin-12 or “IL-12”
plasmid), in combination with an immunogenic component of the SARS-CoV-2 virus recently developed by researchers at the National
Institution of Health’s National Institute of Allergy and Infectious Diseases (“NIAID”) and licensed to OncoSec
on a non-exclusive basis. Specifically, OncoSec’s CORVax12 vaccine approach combines the co-administration of TAVO with
a DNA-encodable version of the SARS-CoV-2 spike or “S” glycoprotein to enhance immunogenicity of the component developed
by scientists at the NIAID Vaccine Research Center.
Corporate
Information
We
were incorporated under the laws of the State of Nevada in February 2008 under the name Netventory Solutions Inc. to pursue the
business of inventory management solutions. In March 2011, we completed a merger with our subsidiary to change our name to “OncoSec
Medical Incorporated,” and we commenced operations as a biotechnology company upon our acquisition of assets from Inovio
related to the use of drug-medical device combination products for the treatment of various cancers. Our principal executive office
is located at 24 North Main Street, Pennington, NJ 08534. The telephone number for our principal executive office is (855) 662-6732.
Our website address is www.oncosec.com. Information contained on our website is not, and should not be considered, part of this
prospectus.
The
Offering
Common
stock offered by us
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4,608,589
shares of our common stock, par value $0.0001 per share.
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Common
stock to be outstanding after the offering
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27,663,063
Shares.
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Use
of Proceeds
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We
estimate that the net proceeds from this offering, after payment of the placement
agents’ fees, will be approximately $13,779,681.11 million. We intend to
use the net proceeds from this offering for (i) clinical, regulatory, manufacturing and,
if and when approved, potential commercial activities of our product candidates; (ii)
clinical development of our product candidates; (iii) research and development activities;
(iv) potential acquisitions and in-licensing; and (v) other general corporate purposes.
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See
“Use of Proceeds” on page S-7 of this prospectus supplement.
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Risk
factors
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See
“Risk Factors” beginning on page S-3, on page 4 of the accompanying prospectus and our “Risk Factors”
beginning on page 19 of our Annual Report on Form 10-K for the year ended July 31, 2019, which is incorporated by reference
herein, for a discussion of factors that you should consider before investing in our common stock.
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Nasdaq
Capital Market symbol
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ONCS
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The number of shares of common stock to
be outstanding after this offering is based on 22,771,571 shares of our common stock outstanding as of April 30, 2020,
after giving effect to our 1 to 10 reverse stock split, and excludes, as of April 30, 2020:
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15,000 shares of common stock issuable upon
exercise of outstanding options having a weighted-average exercise price of $6.34 per share;
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41,456 shares of common stock issuable upon
the vesting and settlement of outstanding restricted stock units;
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767,257 shares of common stock reserved for
issuance and available for future grant under our 2011 Stock Incentive Plan (as amended);
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34,767 shares of common stock reserved for issuance
and available for future grant under our Employee Stock Purchase Plan; and
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3,114,288 shares of common stock issuable upon exercise of outstanding warrants having
an exercise price per share ranging from $3.45 to $43.75.
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Unless
otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding
options or warrants or settlement of outstanding restricted stock units, described above.
RISK
FACTORS
Investing
in our common stock involves a high degree of risk. This prospectus supplement does not describe all of those risks. You should
consider the risk factors described in this prospectus supplement under the caption “Risks associated with this offering”
below, as well as the those described under the caption “Risk Factors” in the accompanying prospectus, and in the
documents incorporated by reference herein, including our Annual Report on Form 10-K for the fiscal year ended July 31, 2019 filed
with the SEC on October 28, 2019 and as amended by Amendment No. 1 thereto on Form 10-K/A filed with the SEC on November
27, 2019, and in our most recent Quarterly Report on Form 10-Q, together with the other information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized
for use in connection with this offering, before making an investment decision.
If
any of these risks occur, our business, financial condition, results of operations and future prospects would likely be materially
and adversely affected. In these circumstances, the market price of our common stock would likely decline and you may lose all
or part of your investment. Share information set forth in these risk factors is as of the dates set forth herein or therein and
unless otherwise indicated, does not give effect to the issuance of the securities in connection with this offering.
Risks
associated with this offering
We
have incurred net operating losses since our inception and anticipate that we will continue to incur substantial operating losses
for the foreseeable future. We may never achieve or sustain profitability, which would depress the market price of our common
stock, and could cause you to lose all or a part of your investment.
We
have incurred net losses from operations from our inception through April 30, 2020 of approximately $197.6 million. We
do not know whether or when we will become profitable. To date, we have not commercialized any products or generated any income
from product sales. Our losses have resulted principally from costs incurred in development and discovery activities. We anticipate
that our operating losses will substantially increase over the next several years as we execute our plan to expand our discovery,
research, development and potential commercialization activities. If our cash is insufficient to meet future operating requirements,
we will have to raise additional funds. If we are unable to obtain additional funds on terms favorable to us or at all, we may
be required to cease or reduce our operating activities or sell or license to third-parties some or all of our intellectual property.
If we raise additional funds by selling additional shares of our capital stock, the ownership interests of our stockholders will
be diluted. If we need to raise additional funds through the sale or license of our intellectual property, we may be unable to
do so on terms favorable to us, if at all. In addition, if we do not continue to meet our diligence obligations under our license
agreements for our clinical drug candidates that we have in-licensed, we will lose our rights to develop and commercialize those
clinical drug candidates.
If
we do not successfully develop and obtain regulatory approval for our existing and future product candidates and effectively manufacture,
market and sell any product candidates that are approved, we may never generate product sales, and even if we do generate product
sales, we may never achieve or sustain profitability on a quarterly or annual basis. Our failure to become and remain profitable
would depress the market price of our common stock and could impair our ability to raise capital, expand our business, diversify
our product offerings or continue our operations. A decline in the market price of our common stock also could cause you to lose
all or a part of your investment.
An
active trading market for our common stock may not develop or be sustained and investors may not be able to resell their shares
at or above the price at which they purchased them.
An
active trading market for our shares may never develop or be sustained. In the absence of an active trading market for our common
stock, investors may not be able to sell their common stock at or above the price they paid or at the time that they would like
to sell. In addition, an inactive market may impair our ability to raise capital by selling shares and may impair our ability
to acquire other companies or technologies by using our shares as consideration, which, in turn, could harm our business.
The
trading price of the shares of our common stock has been and is likely to continue to be highly volatile, and purchasers of our
common stock could incur substantial losses.
Our
stock price has been and will likely continue to be volatile for the foreseeable future. The stock market in general and the market
for biotechnology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance
of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the
price they paid.
In
addition, in the past, stockholders have initiated class action lawsuits against biotechnology and pharmaceutical companies including
us following periods of volatility in the market prices of these companies’ and our stock. Such litigation, including the
litigation that is currently instituted against us and certain of our officers and directors and any litigation that may be instituted
against us, our officers and/or our directors in the future, could cause us to incur substantial costs and divert management’s
attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.
A
substantial number of shares of our common stock could be sold into the public market in the near future, which could depress
our stock price.
Sales
of substantial amounts of our common stock in the public market could reduce the prevailing market prices for our common stock.
Substantially all of our outstanding common stock are eligible for sale as are common stock issuable under vested and exercisable
stock options. If our existing stockholders sell a large number of shares of our common stock, or the public market perceives
that existing stockholders might sell shares of common stock, the market price of our common stock could decline significantly.
These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate.
We
will require additional financing to achieve our goals, and a failure to obtain this capital when needed could force us to delay,
limit, reduce or terminate our product development or commercialization efforts.
Since
our inception, most of our resources have been dedicated to the discovery, acquisition and preclinical and clinical development
of our product candidates. We have expended and believe that we will continue to expend substantial resources for the development
of our clinical drug candidates and may expend additional resources on other product candidates and drug discovery and acquisition
efforts. These expenditures will include costs associated with general administration, facilities, research and development, acquiring
new technologies, manufacturing product candidates, conducting preclinical experiments and clinical trials, applying for regulatory
approvals, commercializing any products that might receive approval for sale, and costs associated with operating as a public
company.
We
have no significant current source of income to sustain our present activities, and we do not expect to generate income until,
and unless, we obtain approval from the FDA or other regulatory authorities, and we successfully commercialize one or more of
our product candidates. As the outcome of our ongoing and future clinical trials is highly uncertain, our estimates of clinical
trial costs necessary to successfully complete the development and commercialization of our product candidates may differ significantly
from our actual costs. In addition, other unanticipated costs may arise.
The COVID-19 pandemic could have a material adverse effect
on our clinical development program if the pandemic and associated government control measures continue.
The ongoing COVID-19
pandemic has presented substantial public health challenges and is impacting the global healthcare system, including the conduct
of clinical trials in the U.S. and other parts of the world. As a result of the COVID-19 pandemic, we may encounter delays in
our clinical trials. The majority of our clinical trials involve patients with cancer or those receiving ongoing treatment who
may be at higher risk of infection and are thus more likely to be subject to travel restrictions and self-quarantining. We have
made efforts to allow patients currently enrolled in our ongoing clinical trials to continue unimpeded and have continued to allow
new patients to enroll in our trials. We remain in close contact with clinical sites and third-party vendors, and have implemented
measures to protect the health and safety of patients involved with our trials, and to preserve the integrity of our clinical
data.
Further, we may not
be able to complete our clinical trials that we initiated more recently and for which we have not yet completed enrollment in
the time frame that we had previously planned. In addition, the pandemic may adversely affect our ability to conduct new trials.
If we do not qualify for retention or forgiveness of the
Paycheck Protection Program loan, our financial condition may be adversely affected.
On April 27, 2020,
we entered into a loan agreement with the Banc of California as the lender under the Paycheck Protection Program (the “PPP”)
of the CARES Act administered by Small Business Administration (the “SBA”), and subsequently received a loan in the
amount of $952,744 (the “PPP Loan”) to help sustain our employee payroll costs, rent, and utilities due to the severe
impact of the recent COVID-19 pandemic. We made good faith certifications of our necessity for the PPP Loan, and believe that
we are in full compliance with the terms and conditions outlined in the CARES Act. However, as a consequence of post-PPP Loan
rulemaking by the SBA, shifting regulatory guidance and/or other factors, we may be required to return the PPP Loan before its
expected maturity date. In addition, we hope to obtain forgiveness of all or a portion of the PPP Loan, as allowed under the CARES
Act. As there is still substantial uncertainty about PPP forgiveness qualifications, we make no representations that we will qualify
for forgiveness of all or part of the PPP Loan. Due to the incomplete and changing regulations around the PPP, new pronouncements
may also change our current compliance status under the law, and any potential allowable forgiveness of the PPP Loan amount.
As
a result of these and other factors currently unknown to us, we may need to seek additional funds sooner than planned, through
public or private equity, debt financings or other sources, such as strategic partnerships and alliances and licensing arrangements.
In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe
we have sufficient funds for our current or future operating plans.
Our
future capital requirements depend on many factors, including:
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the
number and characteristics of the product candidates we pursue;
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the
scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical and clinical
trials;
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the
ability of our product candidates to progress through clinical development successfully;
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the
timing of, and the costs involved in, seeking regulatory approvals for our product candidates;
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the
cost of commercialization activities if any of our product candidates are approved for sale, including marketing, sales and
distribution costs;
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the
cost associated with securing and establishing commercialization and manufacturing capabilities for our product candidates
and any products for which we might receive regulatory approval;
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our
ability to establish and maintain strategic partnerships, licensing or other arrangements and the economic and other terms
of such agreements;
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the
costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation
costs and the outcome of such litigation;
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the
timing, receipt and amount of sales of, or royalties on, our future products, if any;
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our
need and ability to hire additional management and scientific, medical, and sales and marketing personnel;
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the
effect of competing technological and market developments; and
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our
need to implement additional internal systems and infrastructure, including financial and reporting systems.
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Additional
funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available
to us on a timely basis, we may be required to:
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delay,
limit, reduce or terminate preclinical studies, clinical trials or other research and development activities for one or more
of our product candidates;
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delay,
limit, reduce or terminate manufacturing of our product candidates; or
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delay,
limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary
to commercialize our product candidates and ensure their acceptance by third-party payors and the market.
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Unstable
market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
There
can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur. Our
general business strategy may be adversely affected by an economic downturn, a volatile business environment or an unpredictable
and unstable market. If equity and credit markets deteriorate, it may make any necessary equity, debt, or other financing more
difficult to secure, more costly, more dilutive, and less favorable to existing shareholders. Failure to secure any necessary
financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance
and stock price and could require us to delay or abandon our business and clinical development plans. In addition, there is a
risk that one or more of our current service providers, manufacturers and other partners may not survive these difficult economic
times, which could directly affect our ability to attain our operating goals on schedule and on budget. There is a possibility
that our stock price may decline, due in part to the volatility of the stock market and the general economic downturn.
If
we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting,
which would harm our business and the trading price of our common stock.
Effective
internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate
disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls,
or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any
testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent
registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to
be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas
for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the trading price of our common stock.
We
are required to disclose changes made in our internal controls and procedures on a quarterly basis and our management is required
to assess the effectiveness of these controls annually. An independent assessment of the effectiveness of our internal controls
could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls
could lead to financial statement restatements and require us to incur the expense of remediation.
If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our
stock price and trading volume could decline.
The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish
about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable
research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company
or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading
volume to decline.
We
have broad discretion over the use of our cash, cash equivalents and marketable securities, including the net proceeds we receive
in this offering, and may not use them effectively.
Our
management has broad discretion to use our cash, cash equivalents and marketable securities, including the net proceeds we receive
in this offering, to fund our operations and could spend these funds in ways that do not improve our results of operations or
enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial
losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the
development of our product candidates. Pending their use to fund operations, we may invest our cash, cash equivalents and marketable
securities in a manner that does not produce income or that loses value.
We
do not expect to pay dividends on our capital stock in the foreseeable future.
We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if
any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital
stock in the foreseeable future. In addition, the terms of any future debt agreements may preclude us from paying dividends. As
a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
USE
OF PROCEEDS
We
estimate that the proceeds from this offering, after deducting estimated offering expenses payable by us and placement agents’
fees, will be approximately $13.5 million. We intend to use the net proceeds from this offering for (i) clinical, regulatory,
manufacturing and, if and when approved, potential commercial activities of our product candidates; (ii) clinical development
of our product candidates; (iii) research and development activities; (iv) potential acquisitions and in-licensing; and (v) other
general corporate purposes.
The
timing and amounts of our actual expenditures will depend on several factors, including data results, progression of our clinical
development programs as well as our joint collaborators. As of the date of this prospectus supplement, we cannot specify with
certainty all of the particular uses for the net proceeds to us from an offering. Accordingly, our management will have broad
discretion in the application of proceeds.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain future earnings,
if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common
stock in the foreseeable future.
PLAN
OF DISTRIBUTION
We
have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 4,608,589 shares
of our common stock. We negotiated the prices of the securities offered in this offering with the investors. We negotiated
the prices of the securities offered in this offering with the investors. The factors considered in determining the price
included the recent market price of our common stock, the general condition of the securities market at the time of this offering,
the history of, and the prospects for, the industry in which we compete, our past and present operations, and our prospects for
future revenues.
The
securities purchase agreement contains customary representations, warranties and covenants for transactions of this type. We have
also agreed to indemnify the investors against certain losses resulting from our breach of any of our representations, warranties,
or covenants under agreements with the purchasers as well as under certain other circumstances described in the securities purchase
agreement.
We
will deliver the shares of common stock being issued to the investors electronically upon receipt of investor funds for the purchase
of the shares of our common stock offered pursuant to this prospectus supplement. We currently anticipate that the closing of
the sale of the shares of common stock offered pursuant to this prospectus supplement will take place, and we expect to deliver
the shares of our common stock that are purchased, on or about August 19, 2020. The obligations of the investors to close
this offering are subject to certain conditions, including the absence of any material adverse change in our business and the
receipt of customary letters and certificates.
We
estimate the total offering expenses of this offering that will be payable by us will be approximately $275,000, which
include legal and printing costs and various other fees. At the closing, the Depository Trust Company will credit the common stock
directly to the placement agents for the accounts of the investors.
We
have agreed, subject to certain exceptions, that we (or our subsidiaries) will not within 30 days following the closing of this
offering, issue any equity securities or securities convertible into equity securities. In addition, our officers and directors
have agreed not to sell any such equity securities or securities convertible into equity securities during such 30 day period.
We
have engaged ThinkEquity, a Division of Fordham Financial Management, Inc. and Torreya Capital, LLC to act as placement
agents for the offering pursuant to a placement agency agreement. We have agreed to pay the placement agents a fee of 8% of the
aggregate purchase price for the securities sold in the offering, of which an amount equal to 1.5% of such aggregate purchase price
will be allocated at our request to our financial advisors for the offering, A.G.P./Alliance Global Partners and Maxim Group LLC. In addition, we have also agreed to pay the following expenses
of the placement agents relating to the offering: (a) all filing fees and communication expenses relating to the registration
of the shares to be sold in the offering with the Commission; (b) all filing fees and expenses associated with the review of the
offering by FINRA; (c) all fees and expenses relating to the listing of such shares on the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the
placement agents together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d)
all fees, expenses and disbursements relating to the registration or qualification of such shares under the “blue sky”
securities laws of such states and other jurisdictions as the placement agents may reasonably designate; (e) all fees, expenses
and disbursements relating to the registration, qualification or exemption of such shares under the securities laws of such foreign
jurisdictions as the placement agents may reasonably designate; (f) the costs of all mailing and printing of the offering documents;
(g) the costs of preparing, printing and delivering certificates representing the shares; (h) fees and expenses of the transfer
agent for the shares; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company
to the placement agents for the account of the investors; (j) all fees, expenses and disbursements relating to background checks
of the Company’s officers, directors and entities (k) the costs associated with bound volumes of the public offering materials
as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable
time after the closing in such quantities as the placement agents may reasonably request (l) the fees and expenses of the Company’s
accountants; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; (n) the fees
and expenses of the placement agents’ legal counsel; (o) the cost associated with the use of Ipreo’s book building,
prospectus tracking and compliance software for the offering; (p) data services and communications expenses; (q) clearing and
delivery expenses; and (r) the placement agents’ actual accountable “road show” expenses for the offering. The
reimbursement amount payable by the Company to the placement agents shall not be more than an aggregate of $75,000 and shall be
payable from the proceeds of the offering.
We
have agreed to indemnify the placement agents against certain liabilities, including civil liabilities under the Securities Act
and liabilities arising from breaches of representations and warranties contained in the placement agency agreement.
Each
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to
be underwriting discounts or commissions under the Securities Act. As an underwriter, such placement agent would be required to
comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the
Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases
and sales of shares of our securities by such placement agent acting as principal. Under these rules and regulations, the placement
agent:
●
may not engage in any stabilization activity in connection with our securities; and
●
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until it has completed its participation in the distribution.
The
foregoing descriptions of the securities purchase agreement and placement agency agreement are only summaries, do not purport
to be complete and are qualified in their entirety by reference to the securities purchase agreement and placement agency agreement,
a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the SEC in connection with this offering
and are incorporated herein by reference.
LEGAL
MATTERS
The
validity of the common stock offered by this prospectus supplement and the accompanying prospectus will be passed upon for us
by Alston & Bird LLP, New York, New York. Certain legal matters will be passed upon for the for the placement agents
by Loeb & Loeb LLP, New York, NY.
EXPERTS
The
consolidated financial statements of OncoSec Medical Incorporated appearing in its Annual Report on Form 10-K for the fiscal year
ended July 31, 2019, filed with the SEC on October 28, 2019, have been audited by Mayer Hoffman McCann P.C., an independent registered
public accounting firm, as stated in its report therein, and are incorporated by reference. Such audited consolidated financial
statements are incorporated hereby by reference in reliance upon such report of such firm given upon its authority as experts
in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports with the SEC on an annual basis using Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The SEC maintains a website that contains annual, quarterly and current reports, proxy statements, and other information that
issuers (including us) file electronically with the SEC. The SEC’s website address is http://www.sec.gov. You can also obtain
copies of materials we file with the SEC from our Internet website found at www.oncosec.com. Our stock is quoted on the Nasdaq
Capital Market under the symbol “ONCS.”
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus. Information contained in this prospectus
supplement and the accompanying prospectus, and information that we file with the SEC in the future and incorporate by reference
in this prospectus supplement and the accompanying prospectus, will automatically update and supersede this information. We incorporate
by reference in this prospectus supplement and the accompanying prospectus the documents listed below, any future documents we
file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and
until the completion or termination of this offering (in each case, except for the information in any of the foregoing Current
Reports on Form 8-K furnished under Item 2.02 or Item 7.01 thereof):
|
(a)
|
Our
Annual Report on Form 10-K for the fiscal year ended July 31, 2019 filed with the SEC on October 28, 2019;
|
|
|
|
|
(b)
|
Our
Annual Report on Form 10-K/A for the fiscal year ended July 31, 2019 filed with the SEC on November 27, 2019;
|
|
(c)
|
Our
Quarterly Reports on Form 10-Q for the quarters ended October 31, 2019, January 31, 2019 and April 30, 2020 and filed with
the SEC on December 13, 2019, March 16, 2020 and June 15, 2020, respectively;
|
|
(d)
|
Current
Reports on Form 8-K filed with the SEC on November 26, 2019, December 2, 2019, December 12, 2019, January 7, 2020, January
16, 2020, January 21, 2020, February 10, 2020, March 9, 2020, April 20, 2020, May 29, 2020, June 27, 2020, July
27, 2020, and August 17, 2020; and
|
|
(e)
|
The
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 27, 2015, including
any amendments or reports filed for the purpose of updating such description.
|
A
statement contained in a document incorporated by reference into this prospectus supplement and the accompanying prospectus shall
be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent
that a statement contained in this prospectus supplement, the accompanying prospectus, or in any other subsequently filed document
which is also incorporated in this prospectus supplement and the accompanying prospectus modifies or replaces such statement.
Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement and the accompanying prospectus.
You
may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will
be provided to you at no cost, by contacting: OncoSec Medical Incorporated, 24 N. Main Street, Pennington, NJ 08534, Attn: Robert
DelAversano. You may also contact us by telephone at: (855) 662-6732. In addition, copies of any or all of the documents incorporated
herein by reference may be accessed at our website at www.oncosec.com. The information contained in, or that can be accessed through,
our website is not part of, and is not incorporated into, this prospectus supplement or the accompanying prospectus.
You
should rely only on information contained in, or incorporated by reference into, this prospectus supplement. We have not authorized
anyone to provide you with information different from that contained in this prospectus supplement or incorporated by reference
in this prospectus supplement.
PROSPECTUS
ONCOSEC
MEDICAL INCORPORATED
$50,000,000
Common
Stock
Warrants
Debt
Securities
Units
We
may offer, from time to time, up to $50,000,000 of any combination
of the securities described in this prospectus. We may sell these securities directly to you through agents we select or through
underwriters and dealers we select. If we use agents, underwriters or dealers to sell these securities, we will name them and
describe their compensation in a prospectus supplement. You should read this prospectus and any prospectus supplement carefully
before you invest.
This
prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide specific
terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully, together with
additional information described under the heading “Where You Can Find More Information,” before you invest in any
securities. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus
supplement.
Our common stock is listed
on the NASDAQ Capital Market under the symbol “ONCS.” On June 19, 2020, the closing price of our common stock
on the NASDAQ Capital Market was $2.14 per share. We have not offered or sold any securities pursuant to General Instruction
I.B.6 of Form S-3 during the 12-calendar month period that ends on, and includes, the date of this prospectus.
Investing
in our securities involves certain risks. See “Risk Factors” in our Annual Report on Form 10-K for the year ended
July 31, 2019, as amended, which has been filed with the U.S. Securities and Exchange Commission and are incorporated by reference into this prospectus. You should
read this entire prospectus carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated June 26, 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission
(the “SEC”) using a “shelf” registration process. Under this shelf process, we may, from time to time,
offer or sell any combination of the securities described in this prospectus in one or more offerings.
This
prospectus provides you with a general description of the securities offered by us. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information
in this prospectus is superseded by the information in the prospectus supplement.
The
prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities
offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related
to the offering of the securities.
You
should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or
issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make
any representations in connection with this offering other than those contained or incorporated by reference in this prospectus,
any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described
herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized
by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an
offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person
to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration
statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement,
including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing
prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related
issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus
supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information
contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as
of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.
Solely
for convenience, tradenames referred to in this prospectus, the accompanying prospectus and the documents incorporated by reference
may appear without the ® or TM symbol, but those references are not intended to indicate, in any way,
that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its
rights, to these tradenames.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
PROSPECTUS
SUMMARY
The
following summary highlights information contained in this prospectus or incorporated by reference. While we have included what
we believe to be the most important information about us and this offering, the following summary may not contain all the information
that may be important to you. You should read this entire prospectus carefully, including the risks of investing discussed under
“Risk Factors” beginning on page 4, the information to which we refer you and the information incorporated into this
prospectus by reference, for a complete understanding of our business and this offering. References in this prospectus to “our
company,” “we,” “our,” “us” and “OncoSec” refer to OncoSec Medical Incorporated,
a Nevada corporation.
Company
Overview
We
are a late-stage biotechnology company focused on designing, developing and commercializing innovative therapies and proprietary
medical approaches to stimulate and to 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 (“EP”)
delivery device. The ImmunoPulse® platform is designed to deliver plasmid DNA-encoded drugs directly into a solid tumor and
promote an immunological 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 is a DNA-encoded
interleukin-12 (“IL-12”), called tavokinogene telseplasmid (“TAVO”). The ImmunoPulse® EP platform
is used to deliver TAVO intratumorally, with the aim of reversing the immunosuppressive microenvironment in the treated tumor.
The activation of the appropriate inflammatory response can drive a systemic anti-tumor response against untreated tumors in other
parts of the body. In 2017, we received Fast Track Designation and Orphan Drug Designation from the U.S. Food and Drug
Administration (“FDA”) for TAVO in metastatic melanoma, which could qualify TAVO for expedited FDA review, a rolling
Biologics License Application review and certain other benefits.
Our
current focus is to pursue our study of TAVO in combination with KEYTRUDA® (pembrolizumab) in melanoma and triple negative
breast cancer (“TNBC”).
KEYNOTE-695
targets melanoma patients who are definitive anti-PD-1 non-responders. In May 2017, we entered into a clinical trial collaboration
and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the KEYNOTE-695 study.
Pursuant to the terms of the agreement, both companies will bear their own costs related to manufacturing and supply of their
product, as well as be responsible for their own internal costs. We are the study sponsor and are responsible for external costs.
The KEYNOTE-695 study is currently enrolling and treating patients and is expected to complete enrollment in 2020.
In
May 2018, we entered into a second clinical trial collaboration and supply agreement with Merck with respect to a Phase 2 study
of TAVO in combination with KEYTRUDA® to evaluate the safety and efficacy of the combination in patients with late-stage pretreated
inoperable locally advanced or metastatic TNBC, who have previously failed at least one systemic chemotherapy or immunotherapy.
This study is referred to as KEYNOTE-890. Pursuant to the terms of the agreement, both companies will bear their own costs related
to manufacturing and supply of their product, as well as be responsible for their own internal costs. We are the study sponsor
and are responsible for external costs. The KEYNOTE-890 enrollment is complete, and we provided interim preliminary data from
this study at the San Antonio Breast Cancer Symposium in December 2019. In June 2020, we amended the clinical trial collaboration
and supply agreement with Merck to expand KEYNOTE-890 into earlier first-line treatment to investigate the combination therapy
of TAVO™ (in combination with Merck’s KEYTRUDA® and chemotherapy in patients with inoperable locally advanced
or metastatic TNBC). The study will be added as a second cohort (Cohort 2) to KEYNOTE-890, previously only in late-stage
pretreated inoperable locally advanced or metastatic TNBC patients.
OMS-131 is an investigator-initiated clinical trial conducted by
the University of California San Francisco Helen Diller Family Comprehensive Cancer Center. This study targets patients with squamous
cell carcinoma head and neck and is a single-arm open-label clinical trial in which 35 evaluable patients will receive TAVO, KEYTRUDA®
and epacadostat. OMS-131 is currently enrolling and treating patients.
In June 2019, we entered into a Sponsored Research Agreement with
Dana-Farber Cancer Institute and The Marasco Laboratory, to develop CAR T-cell therapies for triple-negative breast cancer and
ovarian cancer. In May 2020, the Sponsored Research Agreement was terminated, and, at this time, we do not intend to further pursue
CAR T-cell therapies for triple-negative breast cancer and ovarian cancer.
We
intend to continue to pursue other ongoing or potential new trials and studies related to TAVO, in various tumor types. In addition,
we are also developing its next-generation EP device and applicator, including advancements toward prototypes, pursuing discovery
research to identify other product candidates that, in addition to IL-12, can be encoded into propriety plasmid-DNA, delivered
intratumorally using EP. Specifically, we are developing a new, propriety technology to potentially treat liver, lung, bladder,
pancreatic and other difficult to treat visceral lesions through the direct delivery of plasmid-based IL-12 with a new Visceral
Lesions Applicator (“VLA”).
The
VLA has been designed to work with our recently announced generator, APOLLO, to leverage plasmid-optimized EP, enhancing the depth
and frequency of transfection of immunologically relevant genes into cells located in deep visceral lesions. Using its next-generation
technology, our goal is to reverse the immunosuppressive mechanisms of a tumor, as well as to expand its pipeline. We believe
that the flexibility of its propriety plasmid-DNA technology allows us to deliver other immunologically relevant molecules into
the tumor microenvironment in addition to the delivery of plasmid-DNA encoding for IL-12.
We
have established a collaboration with Emerge Health Pty (“Emerge”), a leading Australian company providing full registration,
reimbursement, sales, marketing and distribution services of therapeutic products in Australia and New Zealand, to commercialize
TAVO and make it available under Australia’s Special Access Scheme (“SAS”). As a specialized Australian pharmaceutical
company focused on the marketing and sales of high-quality medicines to the hospital sector, Emerge has previously made numerous
other products successfully available under Australia’s SAS.
Corporate
Information
We
were incorporated under the laws of the State of Nevada in February 2008 under the name Netventory Solutions Inc. to pursue the
business of inventory management solutions. In March 2011, we completed a merger with our subsidiary to change our name to “OncoSec
Medical Incorporated,” and we commenced operations as a biotechnology company upon our acquisition of assets from Inovio
related to the use of drug-medical device combination products for the treatment of various cancers.
Our
principal executive offices are located at 24 North Main Street, Pennington, NJ 08534 and 3565 General Atomics Court, Suite 100,
San Diego, California 92121. The telephone number for our principal executive offices is (855) 662-6732. Our website address is
www.oncosec.com. We are not including the information on our website as a part of, nor incorporating it by reference into, this
report.
The
Securities We May Offer
We
may offer up to $50,000,000 of common stock, warrants, debt securities, and units in one or more offerings and in any combination.
This prospectus provides you with a general description of the securities we may offer. A prospectus supplement, which we will
provide each time we offer securities, will describe the specific amounts, prices and terms of these securities.
We
may sell the securities to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth below
under “Plan of Distribution.” We, as well as any agents acting on our behalf, reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names of any
underwriters, dealers, agents or other entities involved in the sale of securities described in that prospectus supplement and
any applicable fee, commission or discount arrangements with them.
Capital
Stock
Our
capital stock consists of our common stock, par value $0.0001 per share. We may offer shares of our common stock, either alone
or underlying other registered securities exercisable for or convertible into our common stock. Holders of our common stock are
entitled to receive dividends declared by our board of directors out of funds legally available for the payment of dividends.
Currently, we do not pay a dividend. Each holder of common stock is entitled to one vote per share. The holders of common stock
have no preemptive rights.
Warrants
We
may offer warrants for the purchase of common stock or debt securities. We may issue warrants independently or together with other
securities.
Debt
Securities
We
may offer secured or unsecured obligations in the form of one or more series of senior or subordinated debt. The senior debt securities
and the subordinated debt securities are together referred to in this prospectus as “debt securities.” The senior
debt securities will have the same rank as all of our other unsubordinated debt. The subordinated debt securities generally will
be entitled to payment only after payment of our senior debt. Senior debt generally includes all debt for money borrowed by us,
except debt that is stated in the instrument governing the terms of that debt to be not senior to, or to have the same rank in
right of payment as, or to be expressly junior to, the subordinated debt securities. We may issue debt securities that are convertible
into shares of our common stock.
The
senior and subordinated debt securities will be issued under an indenture between us and a trustee. We have summarized the general
features of the debt securities to be governed by the indenture which has been filed as an exhibit to the registration statement
of which this prospectus forms a part. We encourage you to read the indenture. Instructions on how you can get copies of these
documents are provided under the heading “Where You Can Find More Information.”
Units
We
may issue units composed of any combination of our common stock, warrants and debt securities.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities
will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing
in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in
the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the
prospectus supplement or appearing or incorporated by reference in this prospectus. Each of the referenced risks and uncertainties
could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment
in our securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should,” “approximately” or, in each case, their negative or
other variations thereon or comparable terminology, although not all forward-looking statements contain these words. They appear
in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook,
analyses or current expectations concerning, among other things, our history of net operating losses and uncertainty regarding
our ability to obtain capital and achieve profitability, our ability to develop and commercialize our product candidates, our
ability to advance our development programs, enroll our trials, and achieve clinical endpoints, our ability to use or expand our
technology to build a pipeline of product candidates, our ability to obtain and maintain regulatory approval of our product candidates
and comply with ongoing regulatory requirements, our ability to successfully operate in a competitive industry and gain market
acceptance by physician, provider, patient, and payor communities, our reliance on third parties, unstable economic or market
conditions, and our ability to obtain and adequately protect intellectual property rights for our product candidates.
By
their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics,
and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the
future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each
forward-looking statement contained in this prospectus, we caution you that forward-looking statements are not guarantees of future
performance and that our actual results of operations, financial condition and liquidity, and the development of the industry
in which we operate may differ materially from the forward-looking statements contained in this prospectus. In addition, even
if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent
with the forward-looking statements contained in this prospectus, they may not be predictive of results or developments in future
periods. The forward-looking statements contained in this prospectus reflect our views and assumptions only as of the date of
this prospectus. Except as required by law, we assume no responsibility for updating any forward-looking statements. We qualify
all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking
statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
USE
OF PROCEEDS
Unless
otherwise indicated in the prospectus supplement, the net proceeds from the sale of securities offered by this prospectus will
be used for general corporate purposes and working capital requirements, which may include, among other things, the repayment
or repurchase of debt obligations and other capital expenditures. We may also use a portion of the net proceeds for licensing
or acquiring intellectual property or technologies to incorporate into our products and product candidates or our research and
development programs, capital expenditures, to fund possible investments in and acquisitions of complementary businesses or partnerships.
We have not determined the amounts we plan to spend on the areas listed above or the timing of these expenditures, and we have
no current plans with respect to acquisitions as of the date of this prospectus. As a result, unless otherwise indicated in the
prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings. Pending their
ultimate use, we intend to invest the net proceeds in a variety of securities, including commercial paper, government and non-government
debt securities and/or money market funds that invest in such securities.
DIVIDEND
POLICY
We
have never paid cash dividends on our common stock. Moreover, we do not anticipate paying periodic cash dividends on our common
stock for the foreseeable future. We intend to use all available cash and liquid assets in the operation and growth of our business.
Any future determination about the payment of dividends will be made at the discretion of our board of directors and will depend
upon our earnings, if any, capital requirements, operating and financial conditions and on such other factors as our board of
directors deems relevant.
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. For information on how to obtain copies of our articles of incorporation
and amended and restated bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where
You Can Find More Information.”
Pursuant
to our articles of incorporation, we are currently authorized to issue 100,000,000 shares of common stock, par value $0.0001 per
share. As of June 22, 2020, there were 23,031,866 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 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.
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 (an interest of 20% or greater) of
a Nevada corporation which has 200 or more stockholders of record, 100 of whom have a Nevada address. 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. As of June 22,
2020, we have less than 200 stockholders of record, as such these provisions are not currently applicable. Furthermore, 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. As of June 22, 2020, we have less than 200 stockholders of record. As such, we are
not currently affected by the provisions of the Nevada Revised Statutes as described below.
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 amended and restated 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.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants for the purchase of our debt securities or common stock, or any combination thereof. Warrants may be issued
independently or together with any other security offered hereby and may be attached to or separate from any offered securities.
The warrants may be issued under a warrant agreement that we enter into with a warrant agent, all as shall be set forth in a prospectus
supplement relating to the particular series of warrants being offered pursuant to this prospectus and such prospectus supplement.
This summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants, you should
refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.
Debt
Warrants
The
prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the terms of the debt
warrants, including the following:
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the
title of the debt warrants;
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the
offering price for the debt warrants, if any;
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the
aggregate number of the debt warrants;
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the
designation and terms of the debt securities, including any conversion rights, purchasable upon exercise of the debt warrants;
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if
applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;
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the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants,
which may be payable in cash, securities or other property;
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the
dates on which the right to exercise the debt warrants will commence and expire;
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if
applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time;
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whether
the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the
debt warrants will be issued in registered or bearer form;
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information
with respect to book-entry procedures, if any; the currency or currency units in which the offering price, if any, and the
exercise price are payable;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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the
antidilution provisions of the debt warrants, if any;
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the
redemption or call provisions, if any, applicable to the debt warrants;
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any
provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar
event; and
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any
additional terms of the debt warrants, including procedures, and limitations relating to the exchange, exercise and settlement
of the debt warrants.
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Debt
warrant certificates will be exchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised
at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Prior to the exercise
of their debt warrants, holders of debt warrants will not have any of the rights of holders of the debt securities purchasable
upon exercise and will not be entitled to payment of principal or any premium, if any, or interest on the debt securities purchasable
upon exercise.
Equity
Warrants
The
prospectus supplement relating to a particular series of warrants to purchase our common stock will describe the terms of the
warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if any;
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the
aggregate number of warrants;
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the
designation and terms of the common stock that may be purchased upon exercise of the warrants;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each security;
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if
applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the
number of shares of common stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
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the
dates on which the right to exercise the warrants shall commence and expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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the
antidilution provisions of the warrants, if any;
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the
redemption or call provisions, if any, applicable to the warrants;
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any
provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar
event; and
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any
additional terms of the warrants, including procedures, and limitations relating to the exchange, exercise and settlement
of the warrants.
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Holders
of equity warrants will not be entitled:
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to
vote, consent or receive dividends;
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receive
notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or
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exercise
any rights as stockholders of us.
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DESCRIPTION
OF DEBT SECURITIES
We
may offer debt securities which may be senior, subordinated or junior subordinated and may be convertible. Unless otherwise specified
in the applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered
into between us and a trustee. We will issue the debt securities offered by this prospectus and any accompanying prospectus supplement
under an indenture to be entered into between us and the trustee identified in the applicable prospectus supplement. The terms
of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the form of indenture as an exhibit
to the registration statement in which this prospectus is included. The indenture will be subject to and governed by the terms
of the Trust Indenture Act of 1939.
The
following description briefly sets forth certain general terms and provisions of the debt securities that we may offer. The particular
terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may
apply to the debt securities, will be described in the related prospectus supplement. Accordingly, for a description of the terms
of a particular issue of debt securities, reference must be made to both the related prospectus supplement and to the following
description.
Debt
Securities
The
aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be
issued in one or more series as may be authorized from time to time pursuant to a supplemental indenture entered into between
us and the trustee or an order delivered by us to the trustee. For each series of debt securities we offer, a prospectus
supplement accompanying this prospectus will describe the following terms and conditions of the series of debt securities that
we are offering, to the extent applicable:
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title
and aggregate principal amount;
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whether
the debt securities will be senior, subordinated or junior subordinated;
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applicable
subordination provisions, if any;
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provisions
regarding whether the debt securities will be convertible or exchangeable into other securities or property of the Company
or any other person;
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percentage
or percentages of principal amount at which the debt securities will be issued;
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maturity
date(s);
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interest
rate(s) or the method for determining the interest rate(s);
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whether
interest on the debt securities will be payable in cash or additional debt securities of the same series;
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dates
on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest
will be payable;
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whether
the amount of payment of principal of, premium, if any, or interest on the debt securities may be determined with reference
to an index, formula or other method;
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redemption,
repurchase or early repayment provisions, including our obligation or right to redeem, purchase or repay debt securities under
a sinking fund, amortization or analogous provision;
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if
other than the debt securities’ principal amount, the portion of the principal amount of the debt securities that will
be payable upon declaration of acceleration of the maturity;
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authorized
denominations;
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form;
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amount
of discount or premium, if any, with which the debt securities will be issued, including whether the debt securities will
be issued as “original issue discount” securities;
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the
place or places where the principal of, premium, if any, and interest on the debt securities will be payable;
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where
the debt securities may be presented for registration of transfer, exchange or conversion;
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the
place or places where notices and demands to or upon the Company in respect of the debt securities may be made;
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whether
the debt securities will be issued in whole or in part in the form of one or more global securities;
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if
the debt securities will be issued in whole or in part in the form of a book-entry security, the depository or its nominee
with respect to the debt securities and the circumstances under which the book-entry security may be registered for transfer
or exchange or authenticated and delivered in the name of a person other than the depository or its nominee;
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whether
a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of
definitive securities of the series will be credited to the account of the persons entitled thereto;
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the
terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests
in a definitive global security or for individual definitive securities;
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the
guarantors, if any, of the debt securities, and the extent of the guarantees and any additions or changes to permit or facilitate
guarantees of such debt securities;
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any
covenants applicable to the particular debt securities being issued;
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any
defaults and events of default applicable to the debt securities, including the remedies available in connection therewith;
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currency,
currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt
securities will be payable;
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time
period within which, the manner in which and the terms and conditions upon which the Company or the purchaser of the debt
securities can select the payment currency;
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securities
exchange(s) on which the debt securities will be listed, if any;
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whether
any underwriter(s) will act as market maker(s) for the debt securities;
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extent
to which a secondary market for the debt securities is expected to develop;
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provisions
relating to defeasance;
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provisions
relating to satisfaction and discharge of the indenture;
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any
restrictions or conditions on the transferability of the debt securities;
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provisions
relating to the modification of the indenture both with and without the consent of holders of debt securities issued under
the indenture;
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any
addition or change in the provisions related to compensation and reimbursement of the trustee;
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provisions,
if any, granting special rights to holders upon the occurrence of specified events;
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whether
the debt securities will be secured or unsecured, and, if secured, the terms upon which the debt securities will be secured
and any other additions or changes relating to such security; and
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any
other terms of the debt securities that are not inconsistent with the provisions of the Trust Indenture Act (but may modify,
amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).
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General
One
or more series of debt securities may be sold as “original issue discount” securities. These debt securities would
be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates. One or more series of debt securities may be variable rate debt securities that may be
exchanged for fixed rate debt securities.
United
States federal income tax consequences and special considerations, if any, applicable to any such series will be described in
the applicable prospectus supplement.
Debt
securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency
exchange rates, commodity prices, equity indices or other factors. Holders of such debt securities may receive a principal amount
or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates,
depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods
for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices
or other factors to which the amount payable on such date is linked and certain additional United States federal income tax considerations
will be set forth in the applicable prospectus supplement.
The
term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus
supplement, in any other freely transferable currency or units based on or relating to foreign currencies.
We
expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and any integral
multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that
are issued in registered form may be transferred or exchanged at the principal corporate trust office of the trustee, without
the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
Global
Securities
The
debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form
and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities,
a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such
nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with
respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security
will be described in the applicable prospectus supplement.
Governing
Law
The
indenture and the debt securities shall be construed in accordance with and governed by, the laws of the State of New York.
DESCRIPTION
OF UNITS
We
may issue units composed of any combination of our common stock, warrants and debt securities. We will issue each unit so that
the holder of the unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The
following description is a summary of selected provisions relating to units to which any prospectus supplement may relate, all
as shall be set forth in a prospectus supplement relating to the particular units being offered pursuant to this prospectus and
such prospectus supplement. This summary of certain provisions of the units is not complete. For the terms of the particular units
being offered, you should refer to the prospectus supplement and the units certificate and agreement for those units.
General
The
prospectus supplement relating to units being offered will describe the terms of the units, including the following:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units;
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whether
the units will be issued in fully registered or global form; and
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any
other terms of the units.
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The
applicable provisions described in this section, as well as those described under “Description of Capital Stock,”
“Description of Warrants” and “Description of Debt Securities,” will apply to each unit and to each security
included in each unit, respectively.
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to a limited
number of purchasers or to a single purchaser, including our affiliates, (iii) through agents, (iv) through registered direct
offering, (v) as part of a collaboration with a third party, (vi) in privately negotiated transactions, (vii) through at-the-market
issuances, or (viii) through a combination of any of these methods. The distribution of securities may be effected, from time
to time, in one or more transactions, including:
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block
transactions (which may involve crosses) and transactions on the NASDAQ Capital Market or any other organized market where
the securities may be traded;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;
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ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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sales
“at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise;
and
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sales
in other ways not involving market makers or established trading markets, including direct sales to purchasers.
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The
securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale,
prices related to the prevailing market prices, or negotiated prices. The consideration may be cash or another form negotiated
by the parties. Non-cash consideration may consist of services or products, whether tangible or intangible, and including services
or products we may use in our business; outstanding debt or equity securities of our company or one or more of its subsidiaries;
debt or equity securities or assets of other companies, including in connection with investments, joint ventures or other strategic
transactions, or acquisitions; release of claims or settlement of disputes; and satisfaction of obligations, including obligations
to make payment of interest on outstanding obligations. We may sell the securities as part of a transaction in which outstanding
debt or equity securities of our company are surrendered, converted, exercised, cancelled or transferred.
We
will describe the terms of any offering of the securities registered hereunder in a prospectus supplement, information incorporated
by reference or free writing prospectus, which will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
options under which underwriters may purchase additional securities from us;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
commissions paid to agents.
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Sale
through Underwriters or Dealers
Only
underwriters we name in a prospectus supplement, information incorporated by reference or free writing prospectus are underwriters
of the securities offered thereby. If underwriters are used in the sale, the underwriters will acquire the securities for their
own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may
resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell
the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise),
including other public or private transactions and short sales. Underwriters may offer securities to the public either through
underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be
subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase
any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may also make direct sales through subscription rights distributed to our existing stockholders on a pro rata basis, which may
or may not be transferable. In any distribution of subscription rights to our stockholders, if all of the underlying securities
are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one
or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
At-the-Market
Offerings
Upon
written instruction from us, a sales agent party to a distribution agency agreement with us will use its commercially reasonable
efforts to sell on our behalf, as our agent, the shares of common stock offered as agreed upon by us and the sales agent. We will
designate the maximum amount of shares of common stock to be sold through the sales agent, on a daily basis or otherwise as we
and the sales agent agree. Subject to the terms and conditions of the applicable distribution agency agreement, the sales agent
will use its commercially reasonable efforts to sell, as our sales agent and on our behalf, all of the designated shares of common
stock. We may instruct the sales agent not to sell shares of common stock if the sales cannot be effected at or above the price
designated by us in any such instruction. We may suspend the offering of shares of common stock under any distribution agency
agreement by notifying the sales agent. Likewise, the sales agent may suspend the offering of shares of common stock under the
applicable distribution agency agreement by notifying us of such suspension.
We
also may sell shares to the sales agent as principal for its own account at a price agreed upon at the time of sale. If we sell
shares to the sales agent as principal, we will enter into a separate agreement setting forth the terms of such transaction.
The
offering of common stock pursuant to a distribution agency agreement will terminate upon the earlier of (1) the sale of all shares
of common stock subject to the distribution agency agreement or (2) the termination of the distribution agency agreement by us
or by the sales agent.
Sales
agents under our distribution agency agreements may make sales in privately negotiated transactions and/or any other method permitted
by law, including sales deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities
Act, sales made directly on the Nasdaq Capital Market, the existing trading market for our common stock, or sales made to or through
a market maker other than on an exchange. The name of any such underwriter or agent involved in the offer and sale of our common
stock, the amounts underwritten, and the nature of its obligations to take our common stock will be described in the applicable
prospectus supplement.
Underwriter,
Dealer or Agent Discounts and Commissions
Underwriters,
dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers as their
agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under
the Securities Act. As a result, discounts, commissions, or profits on resale received by the underwriters, dealers or agents
may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any such underwriter, dealer
or agent, and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. In compliance with the guidelines of the Financial Industry
Regulatory Authority, Inc., or FINRA, the maximum compensation to be received by a FINRA member or independent broker dealer may
not exceed eight percent (8%) of the maximum gross proceeds of the securities that may be sold under this prospectus and any applicable
prospectus supplement, as the case may be.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Market-Making,
Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no
established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use
in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without
notice. Therefore, the securities may not have a liquid trading market.
Any
person participating in a distribution of our securities will be subject to applicable provisions of the Exchange Act, and the
applicable SEC rules and regulations thereunder, including, among others, Regulation M, which may limit the timing of purchases
and sales of our securities by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in a
distribution of our securities to engage in market-making activities with respect to our securities. These restrictions may affect
the marketability of our securities and the ability of any person or entity to engage in market-making activities with respect
to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered
securities. If any such activities will occur, they will be described in the applicable prospectus supplement.
Derivative
Transactions and Hedging
We,
the underwriters or other agents may engage in derivative transactions involving the securities. These derivatives may consist
of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the
securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments
with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions,
we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect
the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities
in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities purchased or
borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to
directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.
Electronic
Auctions
We
may also make sales through the Internet or through other electronic means. Since we may from time to time elect to offer securities
directly to the public, with or without the involvement of agents, underwriters or dealers, utilizing the Internet or other forms
of electronic bidding or ordering systems for the pricing and allocation of such securities, you should pay particular attention
to the description of that system we will provide in a prospectus supplement.
Such
electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional
offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which
such securities are sold. These bidding or ordering systems may present to each bidder, on a so-called “real-time”
basis, relevant information to assist in making a bid, such as the clearing spread at which the offering would be sold, based
on the bids submitted, and whether a bidder’s individual bids would be accepted, prorated or rejected. For example, in the
case of a debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury
note. Of course, many pricing methods can and may also be used.
Upon
completion of such an electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors.
The final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole
or in part on the results of the Internet or other electronic bidding process or auction.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act.
Under
the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered
or licensed brokers or dealers.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities being offered pursuant to this prospectus
has been passed upon by Alston & Bird LLP, New York, New York. Any underwriters will be advised about legal matters relating
to any offering by their own legal counsel.
EXPERTS
The
consolidated financial statements of OncoSec Medical Incorporated appearing in its Annual Report on Form 10-K for the fiscal year
ended July 31, 2019, filed with the SEC on October 28, 2019, have been audited by Mayer Hoffman McCann P.C., an independent registered
public accounting firm, as stated in its report therein, and are incorporated by reference. Such audited consolidated financial
statements are incorporated hereby by reference in reliance upon such report of such firm given upon its authority as experts
in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this document. The information
incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below and any future filings made with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial registration
statement, as amended, and prior to effectiveness of the registration statement, and (2) after the date of this prospectus
and prior to the termination of this offering. Such information will automatically update and supersede the information contained
in this prospectus and the documents listed below; provided, however, that we are not, unless specifically indicated, incorporating
any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K, whether listed below
or filed in the future, or related exhibits furnished pursuant to Item 9.01 of Form 8-K:
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our
Annual Report on Form 10-K for the fiscal year ended July 31, 2019 filed with the SEC on October 28, 2019;
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our
Annual Report on Form 10-K/A for the fiscal year ended July 31, 2019 filed with the SEC on November 27, 2019;
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our
Quarterly Reports on Form 10-Q for the quarters ended October 31, 2019, January 31, 2019 and April 30, 2020 and filed with
the SEC on December 13, 2019, March 16, 2020 and June 15, 2020, respectively;
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our
Current Reports on Form 8-K filed with the SEC on November 26, 2019, December 2, 2019, December 12, 2019, January 7, 2020,
January 16, 2020, January 21, 2020, February 10, 2020, March 9, 2020, April 20, 2020, and May 29, 2020; and
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the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 27, 2015, including
any amendments or reports filed for the purpose of updating such description.
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We
also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the completion or termination of the offering, including all such documents we may file
with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement,
but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document
incorporated by reference into this prospectus 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 also incorporated by reference herein, modifies
or supersedes that statement.
We
will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral
request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus, other than
exhibits to those documents unless such exhibits are specifically incorporated by reference into those documents. Such written
requests should be addressed to:
OncoSec
Medical Incorporated
24
North Main Street
Pennington,
NJ 08534
Attention:
Investor Relations
You
may also make such requests by contacting us at (855) 662-6732.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a public company and file annual, quarterly and current reports and proxy statements and other information with the SEC. Our
SEC filings are available on the SEC’s web site at http://www.sec.gov. Copies of certain information filed by us with the
SEC are also available on our web site at http://www.oncosec.com. We have not incorporated by reference into this prospectus the
information on our website, and you should not consider it to be a part of this document.
4,608,589
Shares
Common Stock
OncoSec
Medical Incorporated
PROSPECTUS
SUPPLEMENT
ThinkEquity
|
Torreya
Capital, LLC
|
a division
of Fordham Financial Management, Inc.
|
|
August
17, 2020
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