Item 1.01 Entry into a Material Definitive Agreement.

On January 21, 2021, OncoSec Medical Incorporated (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with BTIG, LLC, as representative of the several underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell in an underwritten offering (the "Offering") an aggregate of 7,711,284 shares (the "Shares") of the Company's common stock, par value $0.0001 (the "Common Stock"), at an offering price of $5.45 per share, for gross proceeds of approximately $42 million, less underwriting discounts and commissions. The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-233447), initially filed with the Securities and Exchange Commission (the "Commission") on August 23, 2019, amended on June 23, 2020, and declared effective on June 26, 2020, and the registration statement on Form S-3MEF (File No. 333-252281), filed with the Commission on January 20, 2021, each as supplemented by the prospectus supplement dated January 21, 2021 relating to the Offering.

The closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Underwriting Agreement and is expected to occur on or about January 25, 2021.

The summary of the Underwriting Agreement set forth above does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1. The Underwriting Agreement includes customary representations, warranties, closing conditions and covenants by the Company and the Underwriters.

Alston & Bird LLP delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits.

The following exhibits are filed as part of this report:





Exhibit
Number                                  Description
1.1         Underwriting Agreement, dated January 21, 2021, between OncoSec
          Medical Incorporated and BTIG, LLC, as representative of the several
          underwriters named therein.
5.1         Opinion of Alston & Bird LLP.
23.1        Consent of Alston & Bird LLP (included in the opinion filed as Exhibit
          5.1).

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