Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 28, 2022, the Board of Directors (the “Board”) of OncoSec Medical Incorporated (the “Company”) approved
the appointment of Robert H. Arch, Ph.D., as the Company’s President and Chief Executive Officer, effective May 2, 2022.
Dr.
Arch, 56, has served as an independent consultant to various pharmaceutical and biotechnology companies since July 2021. Previously,
Dr. Arch served as Head of Research at Elpiscience Biopharma, Ltd. from October 2019 to June 2021 and Head of the Liver Disease Department
at China Novartis Institutes for BioMedical Research from February 2017 to October 2019. Dr. Arch’s leadership roles have
been focused on shaping strong teams and building diversified research and development pipelines with innovative assets, from ideas to
late-stage clinical development programs. Dr. Arch’s career over 28 years extends from academia to the pharmaceutical industry,
including positions at Novartis, Takeda, GlaxoSmithKline, and Pfizer. Dr. Arch’s expertise in basic research and drug development
includes chronic liver disease, cancer, immuno-oncology, respiratory disease, and inflammatory disorders. Dr. Arch holds a Ph.D. in Germany
from the University of Wuerzburg and the German Cancer Research Center (the “DKFZ”), Heidelberg. After postdoctoral training
at the DKFZ and the University of Chicago, Dr. Arch started his independent career as a faculty member in the Departments of Medicine
and Pathology & Immunology at Washington University in Saint Louis. Dr. Arch is an author on more than 40 publications and book chapters
and co-inventor on several patents for clinical-stage assets.
In
connection with Dr. Arch’s appointment as the Company’s President and Chief Executive Officer, the Company entered into an
executive employment agreement, dated April 28, 2022, and effective as of May 2, 2022 (the “Employment Agreement”),
with Dr. Arch that governs the terms of Dr. Arch’s employment with the Company. The Employment Agreement provides that Dr. Arch
will be entitled to an initial annual base salary of $505,000 and will be eligible to receive an annual bonus of up to 40% of his annual
base salary, with a pro-rated annual bonus for fiscal year 2022, based on the achievement of certain performance goals. The Employment
Agreement also provides that Dr. Arch will be eligible to receive a signing bonus equal to $150,000, payable in three installments over
Dr. Arch’s first year of employment, provided that Dr. Arch is employed on each applicable installment date. In connection with
his appointment, the Company granted Dr. Arch non-qualified stock options to purchase 700,000 shares of the Company’s common stock
at an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on May 2, 2022, as an
inducement material to Dr. Arch entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4), which grant
was made outside of the Company’s 2011 Stock Incentive Plan. The stock options will vest quarterly, commencing on the first completed
calendar quarter after the date of grant, subject to Dr. Arch’s continuous service with the Company through each such vesting date.
If
Dr. Arch’s employment is terminated by the Company without cause, or if Dr. Arch terminates his employment with the Company for
good reason, Dr. Arch will be entitled to a payment equal to (i) six months base salary, if such termination occurs during Dr. Arch’s
first year of employment; (ii) nine months base salary, if such termination occurs during Dr. Arch’s second year of employment;
or (iii) twelve months base salary, if such termination occurs after Dr. Arch’s second year of employment.
Dr.
Arch will also be eligible to participate in the Company’s 2011 Stock Incentive Plan and other benefits available to the Company’s
executive officers. In addition, the Company will enter into an indemnification agreement with Dr. Arch on terms substantially similar
to the terms of the form of indemnification agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
October 29, 2015.
The
foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
There
are no family relationships between Dr. Arch and any director or executive officer of the Company. There are no transactions between
Dr. Arch and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On
April 28, 2022, the Company issued a press release announcing Dr. Arch’s appointment as the Company’s President and Chief
Financial Officer. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.