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.
Item. 3.02. Unregistered Sales of Equity Securities
The information contained 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.
Item 8.01. Other Events.
On April 10, 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 April 11, 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 April 10,
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 April
10, 2023
99.2 Closing Press Release of OncoSec Medical Incorporated, dated April
11, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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