Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 3, 2023, OncoSec Medical Incorporated (the "Company") filed a Certificate of Amendment (the "Certificate") to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of shares of the Company's common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares (the "Charter Amendment"). The Charter Amendment became effective upon filing the Certificate with the Secretary of State of the State of Nevada.

As disclosed in Item 5.07 of this Current Report on Form 8-K (this "Current Report"), the Charter Amendment was approved by the Company's stockholders at a special meeting of stockholders held on December 30, 2022 (the "Special Meeting"). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is filed as Exhibit 3.01 to this Current Report and incorporated in this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 30, 2022, the Company held the Special Meeting in a virtual format. At the Special Meeting, 2,392,143 of the 2,970,515 outstanding shares of Company common stock, or approximately 80.52%, as of the record date, December 1, 2022, were present or represented by proxy. The sole proposal presented to stockholders for approval at the Special Meeting was approval of the Charter Amendment. The final voting results on the proposal presented for stockholder approval at the Special Meeting were as follows:

Proposal: Vote to approve an amendment to the Company's Articles of Incorporation, as amended, to increase the number of shares of the Company's common stock authorized for issuance thereunder from 4,545,455 to 100,000,000 shares:





Total Votes For   Total Votes Against   Abstention   Broker Non-Votes
   2,319,620            59,629            12,894           N/A

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibit is filed herewith:





Exhibit
Number                                  Description

3.1         Certificate of Amendment of the Articles of Incorporation, as amended,
          of OncoSec Medical Incorporated.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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