Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, On October 2, 2022, the Board of Directors (the "Board") of OncoSec Medical Incorporated (the "Company") authorized a restructuring plan (the "Restructuring Plan") that is designed to prioritize clinical activities in melanoma to reduce operating expenses while advancing the Company's lead product candidate, TAVO-EP, toward near-term data milestones in connection with the KEYNOTE-695 clinical trial.

In connection with the Restructuring Plan, on December 26, 2022, the Board approved cash bonus retention awards for certain members of the Company's leadership team, pursuant to which the Company will provide a cash incentive designed to retain such employees (the "Retention Bonuses").

Pursuant to the terms of the Retention Bonuses, eligible employees, including Robert DelAversano, the Company's Vice President-Finance and one of the Company's named executive officers, will each receive a cash bonus award of $50,000 (not to exceed $300,000 in the aggregate for all recipients of the Retention Bonuses), to be paid on or about August 4, 2023, for services rendered to the Company during the period beginning on October 7, 2022 and ending on July 31, 2023, subject to each eligible employee's continued employment and good standing with the Company on July 31, 2023. Robert Arch, Ph.D., the Company's President and Chief Executive Officer and George Chi, the Company's Chief Financial Officer will not receive Retention Bonuses.

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