Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Board of Directors of OncoSec Medical Incorporated, a Nevada corporation (the “Company”), has approved a reverse stock split
of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”),
at a ratio of 1-for-22 (the “Reverse Split”). The Reverse Split will become effective on November 9, 2022 (the “Effective
Date”).
Reason
for the Reverse Split
The
Company is effecting the Reverse Split to satisfy the $1.00 minimum bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2),
for continued listing on The Nasdaq Capital Market. As previously disclosed in a Current Report on Form 8-K filed June 3, 2022, on June
2, 2022, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq
Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price
for the Common Stock was trading below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant
to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq Rules, the Company had been provided
an initial period of 180 calendar days, or until November 29, 2022 (the “Compliance Date”), to regain compliance with the
Bid Price Requirement. By effecting the Reverse Split, the Company expects that the closing bid price for the Common Stock will increase
above the $1.00 per share requirement to satisfy the deficiency.
Effects
of the Reverse Split
Effective
Date; Symbol; CUSIP Number.
The
Reverse Split will become effective and the Common Stock will began trading on a split-adjusted basis at the open of business on the
Effective Date. In connection with the Reverse Split, the CUSIP number for the Common Stock changed to 68234L 405. The trading symbol
for the Company, “ONCS”, remains unchanged.
Split
Adjustment; Treatment of Fractional Shares.
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder
immediately prior to the Reverse Split divided by 22. The Company will issue one whole share of the post Reverse Split Common Stock to
any stockholder who otherwise would have received a fractional share as a result of the Reverse Split, determined at the beneficial owner
level by share certificate. As a result, no fractional shares will be issued in connection with the Reverse Split and no cash or other
consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. The Company
intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other
nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other
nominees will be instructed to effect the Reverse Split for their beneficial holders holding shares of our Common Stock in “street
name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Split.
Also
on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse
Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities
are exercisable or convertible by 22 and multiplying the exercise or conversion price thereof by 22, all in accordance with the terms
of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to
the nearest whole share.
Certificated
and Non-Certificated Shares.
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split
will automatically be reflected in their brokerage accounts.
Stockholders
holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Nevada
Agency and Transfer Company (“NATCO”) at the address set forth below. NATCO will issue a new stock certificate reflecting
the Reverse Split to each requesting stockholder.
NATCO
can be contacted at:
Nevada
Agency and Transfer Company
50
W. Liberty St.
Suite
880
Reno,
NV 89501
(775)
322-0626
Nevada
State Filing.
The
Company effected the Reverse Split as a result of the filing of a Certificate of Change (the “Certificate”) with the Secretary
of State of the State of Nevada, which is effective on November 9, 2022, in accordance with Nevada Revised Statutes (“NRS”)
Section 78.209. Under Nevada law, no amendment to the Company’s Articles of Incorporation was required in connection with the Reverse
Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
No
Stockholder Approval Required.
Under
Nevada law, because the Reverse Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no
stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effect the Reverse Split without stockholder approval
if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock are
proportionally reduced as a result of the Reverse Split; (ii) the Reverse Split does not adversely affect any other class of stock of
the Company; and, (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional
share as a result of the Reverse Split. As described herein, the Reverse Split complies with such requirements.
Capitalization
As
a result of the Reverse Split, each twenty-two (22) shares of Common Stock will be combined into one (1) share of Common Stock
and the total number of shares of Common Stock authorized will be reduced from 100,000,000 to 4,545,455 and the number
of shares of Common Stock issued and outstanding will be reduced from approximately 39,396,302 common shares to approximately
1,790,741 shares of Common Stock.
Immediately
after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain
virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The
rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.
The
above description of the Certificate of Change and the Reverse Split is qualified in its entirety by reference to the Certificate of
Change a copy of which is attached hereto as Exhibit 3.1.