UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 161, 2023

ONCOSEC MEDICAL INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Nevada

000-54318

98-0573252

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

820 Bear Tavern Road, Ewing, NJ		08628-1021
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 662-6732

Check 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ONCS		Nasdaq Capital Market

Indicate 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).

Emerging growth company ☐

If 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. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnNotice May 16, 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 anFailure aggregate of: (i) 1,408,384 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) unregistered common warrants (the “Private Warrants”) to ~~purchase~~Satisfy upa toContinued ~~1,408,384~~Listing shares of Common Stock. The offering price per Share and accompanying Private Warrant was $0.945. The Private Warrants are exercisable immediately upon issuance, will expire five and one-half years following the issuance date and have an exercise price of $0.82 per share.Standard

~~The~~On ~~Shares~~June ~~described~~1, ~~above~~2023, ~~were~~OncoSec ~~offered~~Medical ~~pursuant~~Incorporated to(the an“Company”) ~~effective~~received ~~shelf~~notice ~~registration statement on Form S-3~~ (~~Registration~~the ~~No. 333-260850~~“Notice”) ~~and a~~from ~~related prospectus supplement and accompanying base prospectus filed with~~ the ~~Securities~~Nasdaq ~~and~~Stock Market ~~Exchange~~LLC ~~Commission~~ (~~the~~ “~~Registered Direct Offering~~Nasdaq”). ~~The~~that ~~Private~~the ~~Warrants~~Company ~~described~~is ~~above~~not ~~were issued~~ in acompliance ~~concurrent~~with ~~private~~Nasdaq ~~placement~~Listing ~~(the~~Rule ~~“Private Placement~~5550(a)(2),~~” and~~ ~~together~~as ~~with~~ the ~~Registered~~minimum ~~Direct~~bid ~~Offering,~~price of the ~~“Offerings”). The~~ Company’s ~~received~~common ~~gross~~stock ~~proceeds~~has ~~from~~been ~~the~~below ~~Offerings of approximately~~ $1.3300 ~~million,~~per ~~before~~share ~~deducting~~for ~~placement~~30 ~~agent~~consecutive ~~fees~~business ~~and~~days. ~~other~~The ~~estimated~~Notice ~~offering~~has ~~expenses~~no ~~payable~~immediate byeffect on the ~~Company.~~listing ~~The Offerings~~of ~~closed~~the onCompany’s ~~May~~common 18stock, ~~2023.~~which ~~The~~will ~~Company~~continue ~~intends~~ to ~~use~~trade ~~the~~at ~~net~~this ~~proceeds~~time ~~from~~on the ~~Offerings~~Nasdaq asCapital ~~working~~Market ~~capital~~under ~~for general corporate~~the ~~purposes~~symbol “ONCS.”

OnIn ~~April~~accordance 7,with ~~2023~~Nasdaq Listing Rule 5810(c)(3)(A), the Company ~~entered~~has ~~into~~a anperiod ~~engagement~~of ~~letter~~180 ~~with~~calendar ~~H.C.~~days, ~~Wainwright~~or &until ~~Co.~~November 28, ~~LLC (“Wainwright”)~~2023, ~~pursuant~~ to ~~which~~regain compliance ~~Wainwright~~with ~~agreed~~the tominimum ~~serve~~bid asprice ~~the~~requirement. ~~exclusive~~To ~~placement~~regain ~~agent~~compliance, ~~for~~ the ~~Company,~~closing onbid aprice ~~reasonable~~of ~~best-efforts~~the ~~basis,~~Company’s incommon ~~connection~~stock must ~~with~~meet ~~the~~or ~~Offerings~~exceed $1.00 ~~The~~per ~~Company~~share ~~paid~~for ~~Wainwright~~at anleast ~~aggregate~~ten ~~cash~~consecutive ~~fee~~business ~~equal~~days toduring ~~7.5%~~this of180 ~~the~~calendar ~~gross~~day ~~proceeds~~period. ofIn the ~~Offerings,~~event athe ~~management~~Company ~~fee~~does ~~equal~~not toregain ~~1.0%~~compliance ofby November 28, 2023, the ~~aggregate~~Company ~~gross~~may ~~proceeds~~be ofeligible ~~the~~for ~~Offerings~~an ~~and~~additional ~~reimbursement~~180 ofcalendar ~~certain~~day ~~expenses.~~grace ~~Additionally,~~period ~~the~~if ~~Company~~it ~~issued~~meets tothe ~~Wainwright~~continued orlisting ~~its~~requirement ~~designees,~~for asmarket ~~part~~value of ~~Wainwright’s~~publicly ~~compensation,~~held ~~warrants~~shares to($1 ~~purchase~~million) upand toall another ~~aggregate~~initial oflisting ~~105,629~~standards ~~shares~~for the ofNasdaq ~~Common~~Capital ~~Stock~~Market, ~~equal~~with tothe ~~7.5%~~exception of the ~~aggregate~~minimum ~~number~~bid ofprice, ~~Shares~~and ~~placed~~provides inwritten ~~the~~notice ~~Registered~~to ~~Direct~~Nasdaq ~~Offering~~of ~~(the~~its ~~“Placement~~intention ~~Agent~~to cure the ~~Warrants”).~~deficiency ~~The~~during ~~Placement~~the ~~Agent~~second ~~Warrants~~compliance ~~have~~period by effecting a ~~term~~reverse ofstock ~~five~~split, ~~years~~if ~~from~~necessary. If the ~~commencement~~Company ofdoes ~~sales~~not ~~under~~regain compliance within the ~~Offerings~~allotted ~~and~~compliance anperiod(s), ~~exercise price~~Nasdaq ofwill ~~$1.1813~~provide ~~per~~notice ~~share~~that ofthe ~~Common~~Company’s ~~Stock~~common ~~(equal~~stock will be subject to ~~125%~~delisting from ofthe Nasdaq Capital Market. In that event, the ~~offering~~Company ~~price~~may ~~per~~appeal ~~Share~~such ~~and~~delisting ~~accompanying~~determination ~~Private~~to ~~Warrant)~~a hearings panel.

The ~~foregoing~~Company ~~summaries~~intends ofto ~~the~~monitor ~~Purchase Agreement,~~ the ~~Private~~closing ~~Warrants,~~bid ~~and~~price ~~the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms~~ of ~~such~~its ~~documents~~common ~~attached~~stock ~~as Exhibits 10.1, 4.1~~ and ~~4.2,~~consider ~~respectively,~~ options to ~~this~~resolve ~~Current~~its ~~Report~~noncompliance onwith ~~Form 8-K, which are incorporated herein by reference. The description of~~ the ~~terms of the Purchase Agreement,~~minimum ~~the~~bid ~~Private~~price ~~Warrants, and the Placement Agent Warrants are qualified in their entirety by reference to such exhibits~~requirement.

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.

Item. 3.02. Unregistered Sales of Equity Securities

The information set forth above in Item 1.01 related to the Private Placement and the issuance of the Private Warrants and the Placement Agent Warrants is hereby incorporated by reference into this Item 3.02. The Private Warrants, the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Private Warrants and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

Item 8.01. Other Events.

On May 16, 2023, the Company issued a press release announcing the pricing of the Offerings described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 18, 2023, the Company issued a press release announcing the closing of the Offerings described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant
4.2		Form of Placement Agent Warrant
5.1		Opinion of Procopio, Cory, Hargreaves & Savitch LLP
10.1		Form of Securities Purchase Agreement, dated as of May 16, 2023
23.1		Consent of Procopio, Cory, Hargreaves & Savitch LLP (contained in Exhibit 5.1)
99.1		Pricing Press Release of OncoSec Medical Incorporated, dated May 16, 2023
99.2		Closing Press Release of OncoSec Medical Incorporated, dated May 18, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant 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.

Date: May 18, 2023	OncoSec Medical Incorporated
Date: June 2, 2023	OncoSec Medical Incorporated
	By:	/s/ Robert H. Arch
	Name:	Robert H. Arch
	Title:	President and Chief Executive Officer

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