ONCS OncoSec Medical Incorporated

Item 1.01. Entry into a Material Definitive Agreement.

On April 10, 2023, OncoSec Medical Incorporated, a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the investors named on the signature pages thereto (the “Purchasers”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 1,582,932 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), and (ii) unregistered common warrants (the “Private Warrants”) to purchase up to 1,582,932 shares of Common Stock. The offering price per Share and accompanying Private Warrant was $1.25. The Private Warrants are exercisable immediately upon issuance and will expire five and one-half years following the issuance date and have an exercise price of $1.12 per share.

The Shares described above were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-260850) and a related prospectus supplement and accompanying base prospectus filed with the Securities and Exchange Commission (the “Registered Direct Offering”). The Private Warrants described above were issued in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offerings”). The Company received gross proceeds from the Offerings of approximately $2 million, before deducting placement agent fees and other estimated offering expenses payable by the Company. The Offerings closed on April 11, 2023. The Company intends to use the net proceeds from the Offerings as working capital for general corporate purposes.

On April 7, 2023, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offerings. The Company paid Wainwright an aggregate cash fee equal to 7.5% of the gross proceeds of the Offerings, a management fee equal to 1.0% of the aggregate gross proceeds of the Offerings and reimbursement of certain expenses. Additionally, the Company issued to Wainwright or its designees as part of Wainwright’s compensation, warrants to purchase up to 118,720 shares of Common Stock, equal to 7.5% of the aggregate number of Shares placed in the Registered Direct Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of five (5) years from the commencement of sales under the Offerings and an exercise price of $1.5625 per share of Common Stock (equal to 125% of the offering price per Share and accompanying Private Warrant).

The foregoing summaries of the Purchase Agreement, the Private Warrants, and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1 and 4.2 respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. The description of the terms of the Purchase Agreement, the Private Warrants, and the Placement Agent Warrants are qualified in their entirety by reference to such exhibits.

A copy of the opinion of Procopio, Cory, Hargreaves & Savitch LLP, the Company’s counsel, regarding the validity of the Shares offered and sold pursuant to the Purchase Agreement and Prospectus Supplement is also filed herewith as Exhibit 5.1 and is incorporated by reference herein.