AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of report (Date of earliest event reported): August 16, 2020
Name of Registrant as Specified in Charter)
or Other Jurisdiction
General Atomics Court, Suite 100
Diego, California 92121
North Main Street
of Principal Executive Offices)
telephone number, including area code)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act.|
material pursuant to Rule 14a-12 under the Exchange Act.|
communications pursuant to Rule 14d-2b under the Exchange Act.|
communications pursuant to Rule 13e-4(c) under the Exchange Act.|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, par value $0.0001 per share
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Into a Material Definitive Agreement.|
August 16, 2020, OncoSec Medical Incorporated (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain new and existing investors (the “Purchasers”), pursuant to which the Company
agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 4,608,589
shares (the “Shares”) of common stock of the Company, par value $0.0001 (the “Common Stock”), at
an offering price of $3.25 per share, for gross proceeds of approximately $15 million before the deduction of placement agent
fees and offering expenses. The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3
(File No. 333-233447), which was initially filed with the Securities and Exchange Commission (the “Commission”) on
August 23, 2019, amended on June 23, 2020, and was declared effective by the Commission on June 26, 2020, as supplemented by a
prospectus supplement, dated August 17, 2020, relating to the Offering.
closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Purchase Agreement and is
expected to occur on or about August 19, 2020.
addition, on August 16, 2020, the Company entered into an placement agency agreement (the “Placement Agreement”) with
ThinkEquity, a division of Fordham Financial Management, Inc. and Torreya Capital LLC (the “Placement Agents”), pursuant
to which the Placement Agents agreed to serve as the exclusive placement agents for the Company, on a best efforts basis, in connection
with the Offering. The Company has agreed to pay the Placement Agents and other financial advisors an aggregate cash fee equal
to 8.0% of the gross proceeds received in the Offering.
summaries of the Purchase Agreement and the Placement Agreement set forth above do not purport to be complete and are subject
to and qualified in their entireties by reference to the text of such Purchase Agreement and Placement Agreement. A form of the
Purchase Agreement is filed herewith as Exhibit 10.1, and a copy of the Placement Agreement is filed herewith as Exhibit 10.2.
The Purchase Agreement and Placement Agreement include customary representations, warranties, closing conditions and covenants
by the Company and the Purchasers.
9.01. Financial Statements and Exhibits.
following exhibits are filed as part of this report:
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
August 17, 2020
Daniel J. O’Connor|
Executive Officer and President|