On August 16, 2020, OncoSec Medical Incorporated (the "Company"), reported that it 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 (Filing, 8-K, OncoSec Medical, AUG 16, 2020, View Source [SID1234563737]). 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.

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The 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.

In 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.

The 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.