Item
1.01. Entry into a Material Definitive Agreement.
On
November 30, 2022, OncoSec Medical Incorporated, a Nevada corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company
agreed to sell, issue, and deliver, in a registered public offering (the “Offering”) (i) 1,166,667
shares of the Company’s common stock (the
“Common Stock”), par value $0.0001 per share (each a “Share” and collectively the “Shares”); (ii)
pre-funded warrants in lieu of shares of Common Stock (the “Pre-Funded Warrants”) to purchase shares of Common Stock and
(iii) 1,166,667 Common
Warrants (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”) to purchase shares
of Common Stock, to the Investors. Under the terms of the Purchase Agreement, the Company has agreed to sell one share of its Common
Stock or a Pre-Funded Warrant and one Common Warrant for each share of Common Stock or Pre-Funded Warrant sold at a price of $3.00. For
each Pre-Funded Warrant sold in the Offering, the number of shares of Common Stock offered will be decreased on a one-for-one basis.
The Common Warrants will be exercisable immediately upon the date of issuance and have an exercise price of $3.00 per share, subject
to adjustment. The Common Warrants will expire five (5) years from the date of issuance.
A.G.P.
/ Alliance Global Partners is acting as the sole placement agent (the “Placement Agent”), on a “reasonable best efforts”
basis, in connection with the Offering. The Common Stock and Warrants actually sold and the Common
Stock issuable upon the exercise of the Warrants are being offered and sold under the Company’s Registration Statement on
Form S-1, as amended (File No. 333-268081), initially filed by the Company with the Commission on November 1, 2022 and was declared effective
on November 30, 2022.
The
Purchase Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of
the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. In addition, under
the Purchase Agreement, for a period of sixty (60) days from the closing date of the Offering, the Company (and its subsidiaries) agreed
not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s
Common Stock or common stock equivalents (other than certain exempt issuances); or (ii) to file any registration statement or
amendment or supplement thereto, other than the Prospectus Supplements or filing a registration statement on Form S-8 in connection with
an employee benefit plan of the Company. Furthermore, for a period of twelve (12) months from the closing date of the Offering,
the Company (and its subsidiaries) shall be prohibited from effecting or entering into certain agreements for the issuance of
Common Stock or common stock equivalents (or a combination thereof) involving a Variable Rate Transaction, as defined in the Purchase
Agreement and for six (6) months from the Closing Date, the Company is prohibited from effecting an at-the-market offering
A
holder (together with its affiliates) will not be able to exercise any portion of the Warrants to the extent that the holder would own
more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding shares of Common Stock immediately
after exercise. However, upon prior notice from the holder to the Company, a holder may increase or decrease the amount of ownership
of outstanding shares of Common Stock up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Securities Exchange
Act of 1934, as amended, provided that any increase shall not be effective until 61 days following notice to us.
Each Investor in this Offering
who purchases shares of Common Stock, the Pre-Funded Shares and the Common Warrants was required to enter into a Voting Agreement
wherein they agree to vote all shares of Common Stock beneficially owned in favor of all proposals presented to the stockholders.
The
Offering closed on
December 1, 2022. The Company received gross
proceeds of $3,500,001 in
connection with the Offering before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds
from this offering for working capital and general corporate purposes, which may include operating expenses, research and development,
and future acquisitions.
The
Company also entered
into a Placement Agency Agreement, dated as of November 30, 2022, by and between the Company and the Placement Agent (the “Placement
Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agent will receive an aggregate cash fee of 6.0%
of the aggregate gross proceeds of the Offering, accountable legal fees and other reasonable and documented out-of-pocket expenses incurred
by the Placement Agent in connection with the transaction in the amount of up to $100,000 and non-accountable expenses equal to $25,000.
The
foregoing summaries of the Pre-Funded Warrants, Common Warrants, Purchase Agreement, Agreement,
Placement Agency Agreement and
Voting Agreement do not purport to be complete
and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 10.1,
10.2 and
10.3, respectively, to this Report on Form 8-K,
which are incorporated herein by reference.
This
Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall
there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.