~~[X]~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

~~[ ]~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

~~(Former name, former address and former fiscal year, if changed since last report)~~

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange ~~Act:~~Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

The number of shares outstanding of the Registrant’s Common Stock, $0.0001 par value, was ~~37,159,684~~ 39,350,363 as of March ~~12, 2021.~~15, 2022.

The accompanying notes are an integral part of these condensed consolidated financial statements.

														Accumulated
					Additional									Other							Total
	Common Stock				Paid-In			Warrants						Comprehensive				Accumulated			Stockholders’			Common Stock				Additional Paid-In			Warrants						Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Shares			Amount			Income (Loss)				Deficit			Equity			Shares		Amount		Capital			Shares			Amount			Income (Loss)			Deficit			Equity
Balance, July 31, 2020		23,054,474	$	2,305	$	214,789,808			3,114,288		$	5,708,127		$	(19,504	)		$	(206,610,300	)	$	13,870,436			23,054,474	$	2,305	$	214,789,808			3,114,288		$	5,708,127		$	(19,504	)	$	(206,610,300	)	$	13,870,436
Balance																									23,054,474	$	2,305	$	214,789,808			3,114,288		$	5,708,127		$	(19,504	)	$	(206,610,300	)	$	13,870,436
Common stock issued for employee stock purchase plan		1,538		—		5,798			—			—			—		��		—			5,798			1,538		—		5,798			—			—			—			—			5,798
Exercise of common stock warrants		882,261		88		4,178,747			(882,261	)		(1,135,035	)		—				—			3,043,800			882,261		88		4,178,747			(882,261	)		(1,135,035	)		—			—			3,043,800
Exercise of common stock options		158,248		16		261,710			—			—			—				—			261,726			158,248		16		261,710						—			—			—			261,726
Stock-based compensation expense		13,082		1		2,372,180			—			—			—				—			2,372,181			13,082		1		2,372,180			—			—			—			—			2,372,181
Tax withholdings paid on equity awards		—		—		(26,459	)		—			—			—				—			(26,459	)		—		—		(26,459	)		—			—			—			—			(26,459	)
Tax shares sold to pay for tax withholdings on equity awards		—		—		28,049			—			—			—				—			28,049			—		—		28,049			—			—			—			—			28,049
Cancellation of expired warrants		—		—		242,143			(10,712	)		(242,143	)		—				—			—			—		—		242,143			(10,712	)		(242,143	)		—			—			—
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs		4,608,589		461		13,513,177			—			—			—				—			13,513,638
January 2021 Public Offering, net of $2,970,165 issuance costs		7,711,284		771		39,055,561			—			—			—				—			39,056,332
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs																									4,608,589		461		13,513,177			—			—			—			—			13,513,638
January 2021 Public Offering, net of $2,970,165 issuance costs																									7,711,284		771		39,055,561			—			—			—			—			39,056,332
Common stock issued for services		62,500		7		212,494			—			—			—				—			212,501			62,500		7		212,494			—			—			—			—			212,501
Dividends declared ($0.00 per share)		—		—		—			—			—			—				—			—
Dividends declared ($0.00 per share)																									—		—		—			—			—			—			—			—
Other comprehensive loss																									—		—		—			—			—			(265,819	)		—			(265,819	)
Net loss		—		—		—			—			—			—				(23,929,364	)		(23,929,364	)		—		—		—			—			—			—			(23,929,364	)		(23,929,364	)
Other comprehensive loss		—		—		—			—			—			(265,819	)			—			(265,819	)
Balance, January 31,2021		36,491,976	$	3,649	$	274,633,208			2,221,315		$	4,330,949		$	(285,323	)		$	(230,539,664	)	$	48,142,819
Other comprehensive Income (loss)																									—		—		—			—			—			(265,819	)					(265,819	)
Balance, January 31, 2021																									36,491,976	$	3,649	$	274,633,208			2,221,315		$	4,330,949		$	(285,323	)	$	(230,539,664	)	$	48,142,819
Balance																									36,491,976	$	3,649	$	274,633,208			2,221,315		$	4,330,949		$	(285,323	)	$	(230,539,664	)	$	48,142,819

The accompanying notes are an integral part of these condensed consolidated financial statements.

							January 31, 2022			January 31, 2021
	Six Months Ended						Six Months Ended
	January 31, 2021			January 31, 2020			January 31, 2022			January 31, 2021
Operating activities
Net loss	$	(23,929,364	)	$	(23,394,509	)	$	(19,716,045	)	$	(23,929,364	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		108,068			111,568			129,959			108,068
Amortization of right-of-use asset		417,059			361,015			325,316			417,059
Stock-based compensation		2,372,181			1,940,463			956,574			2,372,181
Common stock issued for services		212,501			450,107			42,500			212,501
Foreign currency exchange (gain) loss, net		(151,674	)		147,995			363,147			(151,674	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		246,393			388,478			508,205			246,393
Other long-term assets		(21	)		42,505			(290,876	)		(21	)
Accounts payable and accrued liabilities		240,307			5,222,378			(2,118,642	)		240,307
Accrued compensation related		84,041			(267,522	)		262,186			84,041
Operating lease liabilities		(189,373	)		(574,334	)		(343,817	)		(189,373	)
Net cash used in operating activities		(20,589,882	)		(15,571,856	)		(19,881,493	)		(20,589,882	)

Investing Activities
Investing activities
Purchase of fixed assets								(244,857	)		—
Purchase of intangible assets		(250,000	)		-			—			(250,000	)
Net cash used in investing activities		(250,000	)		-			(244,857	)		(250,000	)

Financing activities
Proceeds from issuance of common stock through ESPP		5,798			4,744			1,185			5,798
Proceeds from issuance of common stock		57,004,411			-			—			57,004,411
Payment of financing and offering costs		(4,157,379	)		-			(15,500	)		(4,157,379	)
Proceeds from exercise of warrants		3,043,800			-			—			3,043,800
Proceeds from exercise of options		261,726			-			202,800			261,726
Proceeds from co-promotion agreement		5,000,000			-			—			5,000,000
Cash paid for stock options cancellation		-			(25,819	)
Cash paid for repurchase of warrants		-			(178,225	)
Principal payments on note payable		(330,144	)		(83,760	)		(736,910	)		(330,144	)
Tax withholdings paid on equity awards		(26,459	)		(15,676	)		(33,005	)		(26,459	)
Tax shares sold to pay for tax withholdings on equity awards		28,049			15,596			32,385			28,049
Net cash provided by (used in) financing activities		60,829,802			(283,140	)		(549,045	)		60,829,802
Effect of exchange rate changes on cash and cash equivalents		(13,811	)		(36,433	)		(44,845	)		(13,811	)
Net increase (decrease) in cash and cash equivalents		39,976,109			(15,891,429	)		(20,720,240	)		39,976,109
Cash and cash equivalents, at beginning of period		20,354,462			25,147,780			45,951,233			20,354,462
Cash and cash equivalents, at end of period	$	60,330,571		$	9,256,351		$	25,230,993		$	60,330,571

Supplemental disclosure for cash flow information:
Cash paid during the period for:
Interest	$	6,089		$	1,624		$	13,427		$	6,089
Income taxes	$	2,950		$	2,450		$	2,950		$	2,950
Noncash investing and financing transactions:
Amount accrued for purchase of intangible asset	$	245,000		$	-		$	—		$	245,000
Expiration of warrants	$	242,143		$	2,465,396		$	—		$	242,143
Increase in right-of-use assets and operating lease liabilities resulting from contract modification	$	338,819		$	5,288,981		$	—		$	338,819
Amounts accrued for offering costs	$	277,062		$	-		$	—		$	277,062

The accompanying notes are an integral part of these condensed consolidated financial statements.

OncoSec Medical Incorporated (together with its subsidiary, unless the context indicates otherwise, being collectively referred to as the “Company”) began its operations as a biotechnology company in March 2011. The Company has not generated any revenues since its inception. The Company was incorporated in the State of Nevada on February 8, 2008 under the name of Netventory Solutions, Inc. and changed its name to OncoSec Medical Incorporated in March 2011 when it began operating as a biotechnology company.

The Company is a late-stage ~~biotechnology~~immuno-oncology company focused on designing, developing and commercializing innovative, ~~therapies and~~ proprietary, ~~medical approaches~~intra-tumoral DNA-based therapeutics to stimulate and ~~guide an~~augment anti-tumor immune ~~response~~responses for the treatment of ~~cancer.~~cancers. Its core technology platform ImmunoPulse®, is a drug-device therapeutic modality platform comprised of a proprietary intratumoral electroporation (“EP”) delivery ~~devices~~device (the ~~“OncoSec Medical System (“OMS”) Electroporation device” or~~ “OMS EP ~~device”~~Device”). and a proprietary DNA plasmid that triggers transient expression of target protein in cells. The OMS EP ~~device~~Device is designed to deliver plasmid DNA-encoded drugs directly into a solid tumor and promote an immunological response against the cancer. The OMS EP ~~device~~Device can be adapted to treat different tumor types, and consists of an electrical pulse generator ~~a reusable handle~~ and disposable applicators. The Company’s lead product candidate is a DNA-encoded interleukin-12 (“IL-12”) called tavokinogene telseplasmid (“~~TAVO”~~TAVO™”). The OMS EP ~~device~~Device is used to deliver ~~TAVO~~TAVO™ intratumorally, with the aim of reversing the immunosuppressive microenvironment in the treated ~~tumor.~~tumor and elicit systemic tumor-specific immune responses in cancer patients. The activation of the appropriate inflammatory response in the treated tumor can drive a systemic anti-tumor response against untreated tumors in other parts of the body. In 2017, the Company received Fast Track ~~designation~~Designation and Orphan Drug Designation from the U.S. Food and Drug Administration (“FDA”) for ~~TAVO~~TAVO™ in metastatic melanoma, which could qualify ~~TAVO~~TAVO™ for expedited FDA review, a rolling Biologics License Application (“BLA”) review and certain other benefits.

The Company’s primary focus is to pursue its ~~clinical trials~~study of ~~TAVO~~TAVO™ in combination with KEYTRUDA® (pembrolizumab) in melanoma and triple negative breast cancer (“TNBC”).

The Company’s KEYNOTE-695 study is a registration-directed, Phase 2b open-label, single-arm, multicenter study in approximately 100 patients treated with TAVO™ in combination with KEYTRUDA® (pembrolizumab) in anti-PD-1 checkpoint inhibitor (nivolumab or pembrolizumab) relapsed or refractory metastatic melanoma, being conducted in the United States, Canada, Australia and ~~metastatic triple negative breast cancer (“TNBC”).~~

~~The Company’s KEYNOTE-695 study targets melanoma patients who are anti-PD-1 non-responders.~~Europe. In May 2017, wethe Company entered into a clinical trial collaboration and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the KEYNOTE-695 study. Pursuant to the terms of the agreement, ~~both companies~~each company will bear ~~their~~its own costs related to manufacturing and supply of ~~their~~its product, as well as be responsible for ~~their~~its own internal costs. The Company is the study sponsor and is responsible for external costs. The ~~KEYNOTE-695~~ study ~~is fully enrolled and currently treating patients. This study is a registration-directed, Phase 2b open-label, single-arm, multicenter study~~completed enrollment of the primary cohort in approximately 100 patients of TAVO in combination with KEYTRUDA® (pembrolizumab) in anti-PD-1 checkpoint refractory (either nivolumab or pembrolizumab) metastatic melanoma being conducted in the United States, Canada, Australia and Europe. The Company provided interim preliminary data from this study at the Society of Immunotherapy of Cancer (SITC) in NovemberDecember 2020. In December 2020, the protocol was amended to include an additional cohort, consisting of patients who progressed on prior treatment with ipilimumab in addition to prior anti-PD-1 checkpoint inhibitor. The amendment also enabled enrollment of ~~both ipilimumab~~approximately 25 additional patients to be treated with an updated version of the OMS EP Device (i.e., GenPulse^TM generator and ~~nivolumab.~~Series 3 Applicator), in preparation for seeking FDA approval. Based on and subject to the outcome of the study and feedback from the FDA, the Company plans to file for accelerated approval with the FDA for this patient population in 2023.

~~In May 2018, the Company entered into a second clinical trial collaboration and supply agreement with Merck with respect to~~

The Company’s KEYNOTE-890 study is a Phase 2, open-label, single-arm, multicenter study ~~of TAVO~~conducted in ~~combination with KEYTRUDA®~~the United States and Australia to evaluate the safety and efficacy of ~~the~~TAVO™ in combination with KEYTRUDA® in patients with inoperable locally advanced or metastatic TNBC who have previously failed at least one systemic chemotherapy or ~~immunotherapy. This~~immunotherapy (Cohort 1) or who have had no prior systemic therapy in the advanced or metastatic setting (Cohort 2). In May 2018, the Company entered into a second clinical trial collaboration and supply agreement with a subsidiary of Merck with respect to the KEYNOTE-890 study, ~~is referred to as KEYNOTE-890,~~ Cohort 1. Pursuant to the terms of the agreement, ~~both companies~~each company will bear ~~their~~its own costs related to manufacturing and supply of ~~their~~its product, as well as be responsible for ~~their~~its own internal costs. The Company is the study sponsor and is responsible for external costs. The KEYNOTE-890 study, Cohort 1 final patient treatment was completed in December 2020. The Company completed enrollment in fourth quarter 2019 and provided interim preliminary data from this study at the San Antonio Breast Cancer Symposium in December 2019 and December 2020. The study is a Phase 2 open-label, single-arm, multicenter study in the United States and Australia.

In June 2020, the Company amended its second clinical trial collaboration and supply agreement ~~with Merck~~ to include another Phase 2 study of TAVO in combination with KEYTRUDA® plus chemotherapy to evaluate the safety and efficacy of the combination in patients with inoperable locally advanced or metastatic TNBC. This study is referred to as KEYNOTE-890, Cohort 2. ~~Pursuant~~Enrollment of Cohort 1 was completed (26 patients) in December 2020. Interim data for Cohort 1 was initially presented at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2019, and an update on this cohort was presented at the SABCS in December 2021. Enrollment of Cohort 2 (target 40 patients) began in January 2021 and is expected to be completed in 2022.

In May 2019, the ~~terms~~Company supported commencement of an investigator-initiated Phase 1 clinical trial conducted by the University of California San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center. This study targets patients with Squamous Cell Carcinoma of the amended agreement, both companies will bear their own costs related to manufacturing and supply of their product, as well as be responsible for their own internal costs. The Company is the study sponsorHead & Neck and is ~~responsible for external costs. The KEYNOTE-890, Cohort 2 study began enrolling~~a single-arm open-label clinical trial in which 68 evaluable patients ~~in January of 2021. The Company expects to complete enrollment within fifteen months from the start of enrollment~~will receive TAVO™, KEYTRUDA® and ~~expects to provide interim preliminary data from~~epacadostat. Recruitment on this study ~~at a future medical conference. The study is a Phase 2 open-label, single-arm, multicenter study~~has been halted after the last patient was treated in June 2021 while the Company and UCSF consider alterations in the ~~United States and Australia.~~design of the study.

In August 2020, the Company ~~commenced~~supported commencement of an investigator-initiated Phase 2 study conducted by the H. Lee Moffitt Cancer Center and Research Institute and the University of South Florida Morsani College of Medicine to evaluate TAVO™ as neoadjuvant treatment (administered before surgery) in combination with intravenous OPDIVO®(nivolumab) in up to 33 patients with operable locally/regionally advanced melanoma. This ~~investigator-initiated Phase 2~~ study has been designed to evaluate whether the addition of ~~TAVO~~TAVO™ can increase the published anti-tumor response observed with monotherapy OPDIVO®, an anti-PD-1 checkpoint inhibitor, in patients with locally/regionally advanced melanoma prior to surgical resection of tumors. This study began enrolling patients in December of ~~2020 and is~~2020. Enrollment for this trial was expected to ~~complete enrollment within eighteen months of~~be completed in 2022. However, the ~~start of enrollment.~~completion date is under evaluation given current recruitment rates and may extend beyond 2022.

In November 2020, the Company ~~exclusively licensed rights~~obtained an exclusive license to the Cliniporator® electroporation gene electrotransfer platform from IGEA Clinical Biophysics. This platform has been used for electrochemotherapy in and outside of Europe in over 200 major oncological centers to treat cutaneous metastatic cancer nodules, including melanoma. The license encompasses a broad field of use for gene delivery in oncology, including use as part of the Company’s visceral lesion applicator (“VLA”) program. ~~This platform has been used for electrochemotherapy in and outside of Europe in over 200 major oncological centers to treat cutaneous metastatic cancer nodules, including melanoma.~~

In April 2020, the Company announced that Providence Cancer Institute, a part of Providence St. Joseph Health (“Providence”), iswas pursuing a first-in-human Phase 1 clinical trial of ~~OncoSec’s~~the Company’s novel DNA-encodable, investigational vaccine, CORVax12, which is designed to act as a prophylactic vaccine to prevent COVID-19. CORVax12 consists of the Company’s existing product candidate, TAVO™, in combination with an immunogenic component of the SARS-CoV-2 virus developed by researchers at ~~NIH’s~~the National Institutes of Health National Institute of Allergy and Infectious Diseases (“NIAID”). Providence investigators filed and received an Investigator-Initiated Investigational New Drug (“IND”) Application; however, at this time, Providence does not intend to continue further enrollment in this study.

In April 2021, the Company announced that it received authorization to CE mark the OMS EP Device for use in solid tumors. That CE mark indicates compliance with Medical Device Directives (MDD) of the European Commission for the OMS EP Device as configured at the time. Subsequent to receiving the CE mark for that version of the OMS EP Device, the Company has advanced the design of the applicator component of the OMS EP Device. This newer version of the OMS EP Device, which still includes the GenPulse^TM generator, is currently used as an investigational device in clinical trial sites in Australia, the EU and Switzerland. The Company is currently seeking FDA agreement for investigational use of the GenPulse^TM as the generator component of the OMS EP Device in US clinical sites.

In May 2019, the Company commenced an investigator-initiated Phase 1 clinical trial conducted by the University of California San Francisco Helen Diller Family Comprehensive Cancer Center (“OMS-131”). This study targets patients with Squamous Cell Carcinoma Head & Neck Cancer and is a single-arm open-label clinical trial in which 35 evaluable patients will receive TAVO, KEYTRUDA® and epacadostat. OMS-131 is currently enrolling and treating patients and is expected to complete enrollment within the next eighteen months.

The Company intends to continue to pursue potential new trials and studies related to ~~TAVO,~~TAVO™, in various tumor types. In addition, the Company is also developing its next-generation EP device and applicator, including advancements toward prototypes, pursuing discovery research to identify other product candidates that, in addition to IL-12, can be encoded into ~~propriety~~proprietary plasmid-DNA and delivered intratumorally using EP. Specifically, ~~we are~~the Company is developing ~~a new, propriety~~proprietary technology to potentially treat liver, lung, bladder, pancreatic and other difficult to treat visceral lesions through the direct delivery of plasmid-based IL-12 with ~~a new~~the VLA.

The ~~new~~ VLA ~~has been~~is being designed to work with low voltage EP generators, including but not limited to the Company’s proprietary APOLLO^TMEP generator and Cliniporator^®, and is expected to ~~leverage plasmid-optimized EP and enhance the depth of~~enable transfection of immunologically relevant genes into cells located in visceral organs. In early 2020, the Company had two poster presentations, one at the Society for Interventional Oncology ~~(“SIO”)~~ and one at the Society for Interventional Radiology, where it presented preclinical data ~~on both the new VLA and APOLLO generator.~~pertaining to visceral delivery of plasmid therapy. Additionally, the Company has successfully completed several large animal studies ~~and aim~~to assess VLA design. The Company expected to bring ~~the new~~a VLA into the clinic in ~~2021. By using the Company’s next-generation technology with the new VLA (and in cutaneous/subcutaneous settings as well), the Company’s goal~~2023. However, this timeline is ~~to reverse the immunosuppressive mechanisms of a tumor, as well as to expand the Company’s pipeline.~~under evaluation and may extend beyond 2023. The Company believes that the flexibility of the Company’s ~~propriety~~proprietary plasmid-DNA technology allows the Company to deliver other immunologically relevant molecules into the tumor microenvironment in addition to the delivery of plasmid-DNA encoding for IL-12. In June 2020, the Company had two poster presentations at the 2020 America Association for Cancer Research (“AACR”) where the Company presented pre-clinical data regarding its new anti-tumor product candidate, which will amplify the power of intratumoral IL-12 through the addition of both CXCL9, a critical T cell chemokine, and anti-CD3, a membrane bound pan T cell stimulator. These other immunologically relevant molecules may complement IL-12’s activity by limiting or enhancing key pathways associated with tumor immune subversion.

The Company ~~has~~ established a collaboration with Emerge Health Pty (“Emerge”), the leading Australian company providing full registration, reimbursement, sales, marketing and distribution services of therapeutic products in Australia and New Zealand, to commercialize ~~TAVO~~TAVO™ and ~~made~~make it available under Australia’s Special Access Scheme (“SAS”) ~~early~~. Emerge was acquired in ~~calendar year 2020. As~~late 2019 and in June 2021 informed the Company that oncology will not be a ~~specialized Australian pharmaceutical company focused on~~core therapeutic focus for Emerge into the ~~marketing~~future. The collaboration was terminated effective October 1, 2021, and ~~sales of high-quality medicines~~the Company will not continue to participate in the ~~hospital sector, Emerge has previously made numerous other products successfully available under Australia’s SAS.~~SAS program.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of January 31, ~~2021,~~2022, the condensed consolidated statements of operations for the three and six months ended January 31, 2022 and 2021, the condensed consolidated statements of comprehensive loss for the three and six months ended January 31, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and six months ended January 31, ~~2021~~2022 and ~~2020,~~2021, and the condensed consolidated statements of cash flows for the six months ended January 31, ~~2021~~2022 and ~~2020,~~2021, are unaudited, but include all adjustments (consisting of normal recurring adjustments) that, in the ~~Company considers~~opinion of management, is necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The condensed consolidated results of operations for the three and six months ended January 31, ~~2021~~2022 shown herein are not necessarily indicative of the consolidated results that may be expected for the year ending July 31, ~~2021,~~2022, or for any other period. These condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the fiscal year ended July 31, ~~2020,~~2021, included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on October ~~28, 2020, as well as the financial information contained in the Company’s Form 10-K/A filed with the SEC on November 30, 2020.~~29, 2021. The condensed consolidated balance sheet at July 31, ~~2020~~2021 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, OncoSec Medical Australia PTY LTD. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Such estimates include the Company’s ability to continue as a going concern and certain calculations related to that determination, stock-based compensation, the accrual of research, product development and clinical obligations, impairment of long-lived assets, determining the Incremental Borrowing Rate for calculating Right-Of-Use (“ROU”) assets and lease liabilities and accounting for income taxes, including the related valuation allowance on the deferred tax asset and uncertain tax positions. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in the business or as new information becomes available. Actual results may differ from these estimates.

The Company operates in a single industry segment—the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians, intended to treat a wide range of oncology indications.

The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents.

The Company maintains cash balances at a small number of financial institutions in both the United States and Australia and such balances commonly exceed the ~~$250,000~~ $250,000amount insured by the Federal Deposit Insurance ~~Corporation.~~Corporation and $250,000 AUD (approximately $176,000 USD) insured by the Australian Financial Claims Scheme. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents.

The Company’s capitalization threshold is ~~$5,000~~$5,000 for property and equipment. The cost of property and equipment is depreciated on a straight-line basis over the estimated useful lives of the related assets. The useful lives of property and equipment for the purpose of computing depreciation are as follows:

Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation

Construction-in-progress is stated at cost, which relates to the cost of equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use.

Definite life intangible assets include a license. Intangible assets are recorded at cost. License ~~agreements~~agreement cost represent the fair value of the license agreement on the date acquired. Intangible assets are amortized on a straight-line basis over their estimated useful life.

The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances:

If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the assets. In addition, the Company bases estimates of the useful lives and related amortization or depreciation expense on its subjective estimate of the period the assets will generate revenue or otherwise be used by it. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets.

Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with Accounting Standards Codification (“ASC”) 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party.

The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company accounts for these expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company determines accrual estimates through financial models and takes into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates.

The carrying amounts for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses and notes payable approximate fair value due to the short-term nature of these instruments. It is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where expressly disclosed.

The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

The Company had no assets or liabilities that required remeasurement on a recurring basis as of January 31, ~~2021~~2022 and July 31, ~~2020.~~2021.

The Company assesses its warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s balance sheet at their fair value on the date of issuance and are re-measured on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of January 31, ~~2021,~~2022 and July 31, ~~2020,~~2021, all outstanding warrants issued by the Company were classified as equity.

The Company computes basic net loss per common share by dividing the applicable net loss by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the applicable net loss by the weighted-average number of common shares outstanding during the period plus additional shares to account for the dilutive effect of potential future issuances of common stock relating to stock options and other potentially dilutive securities using the treasury stock method.

The Company did not include shares underlying stock options, restricted stock units and warrants issued and outstanding during any of the periods presented in the computation of net loss per share, as the effect would have been anti-dilutive. The following potentially dilutive outstanding securities were excluded from diluted net loss per share because of their anti-dilutive effect:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and outside of its stock-based compensation plan, with terms generally similar to the terms under the Company’s stock-based compensation plan. The Company estimates the fair value of stock option awards using the Black-Scholes option valuation model. For employees, directors and consultants, the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The Company estimates the fair value of restricted stock unit awards based on the closing price of the Company’s common stock on the date of issuance.

Employees may elect to participate in the Company’s stockholder-approved employee stock purchase plan. The stock purchase plan allows for the purchase of the Company’s common stock at not less than 85% of the lesser of (i) the fair market value of a share of common stock on the beginning date of the offering period and (ii) the fair market value of a share of common stock on the purchase date of the offering period, subject to a share and dollar limit as defined in the plan and subject to the applicable legal requirements. There are two six-month offering periods during each fiscal year, ending on January 31 and July 31.

In accordance with applicable accounting guidance, the fair value of awards under the stock purchase plan is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and the offering period. This fair value is then amortized at the beginning of the offering period. Stock-based compensation expense is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period.

The Company determines if an arrangement is a lease at inception. Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets.

Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheets. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases.

The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Australian dollar.

Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s condensed consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s condensed consolidated statements of operations.

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying condensed consolidated statements of operations.

The Company’s wholly-owned Australian subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Company’s Australian research and development activities qualify for the Australian government’s tax credit program, which provides a ~~41%~~43.5% credit for qualifying research and development expenses. The tax credit does not depend on the Company’s generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 ~~“Income~~“Income Taxes” and is recorded against qualifying research and development expenses.

On March 27, 2020, the president signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) providing nearly $2 $2 trillion in economic relief to eligible businesses impacted by the coronavirus outbreak. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss (“NOL”) utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In addition to the Small Business Administration (“SBA”) loan received in April 2020, ~~(See Note 5),~~ the Company continues to review, and ~~may~~intends to seek, any other available ~~and appropriate~~ potential benefits under the CARES Act as well as any future legislation signed into law during ~~2021. Other than the proceeds from the SBA loan, the~~2022. The effects of the CARES Act did not have a significant impact on the Company’s condensed consolidated financial statements during the three and six months ended January 31, ~~2021~~2022 and ~~2020.~~2021.

~~In August 2020,~~No recent accounting pronouncements are anticipated to have an impact on or related to the ~~FASB issued ASU 2020-06, Debt~~Company’s financial condition, results of operations, or related disclosures.

The Company has sustained losses in all reporting periods since inception, with ~~Conversion~~an accumulated deficit of approximately $271 million as of January 31, 2022. These losses are expected to continue for an extended period of time. Further, the Company has never generated any cash from its operations and ~~Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts~~does not expect to generate such cash in ~~Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.~~the near term. The ~~ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported~~aforementioned factors raise substantial doubt about the Company’s ability to continue as a ~~single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for~~going concern within one year from the ~~derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies~~issuance date of the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.

~~The Company’s products are being developed and have not generated revenue.~~ As of ~~January 31, 2021,~~March 2, 2022, the Company had ~~approximately $60.3 million in~~ cash and cash equivalents of $22.1 million. Since inception, cash flows from financing activities have been the primary source of the Company’s liquidity. Based on ~~its balance sheet. The~~the Company’s current cash levels, the Company believes its ~~current~~ cash ~~position is sufficient~~resources are insufficient to ~~fund its business plan into approximately~~meet the ~~third calendar quarter of 2022. The estimate is based on assumptions that may prove to be wrong, and~~Company’s anticipated needs for the ~~Company could use available capital resources sooner than currently expected. Because of~~12 months following the ~~numerous risks and uncertainties associated with~~date the development and commercialization of its product candidates, the Company is unable to estimate the amount of increased capital outlays and operating expenses associated with completing the development of its current product candidates.condensed consolidated financial statements are issued.

The Company recognizes it ~~may~~will need to raise additional capital ~~in order~~ to continue ~~to execute~~operating its business ~~plan.~~and fund its planned operations, including research and development, clinical trials and, if regulatory approval is obtained, commercialization of its product candidates. In addition, the Company will require additional financing if it desires to in-license or acquire new assets, research and develop new compounds or new technologies and pursue related patent protection, or obtain any other intellectual property rights or other assets. There is no assurance that additional financing will be available to the Company when needed, or that management will be able to obtain financing on terms acceptable to the Company, or whether the Company will become profitable and generate positive operating cash flow. IfThe source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the ~~Company~~progress of our clinical development programs. Similarly, if our common stock is ~~unable~~delisted from the Nasdaq Capital Market, it may limit our ability to raise ~~sufficient~~ additional ~~funds, it will have to scale back its business plan.~~ funds. See Note 12—Nasdaq Deficiency Notices. The ongoing COVID-19 pandemic has also caused volatility in the global financial markets and threatened a slowdown in the global economy, which may negatively affect our ability to raise additional capital on attractive terms or at all. If the Company is unable to raise sufficient additional funds when needed, on favorable terms or at all, the Company will not be able to continue the development of its product candidates as currently planned or at all, will need to reevaluate its planned operations and may need to delay, scale back or eliminate some or all of its development programs, reduce expenses or cease operations, any of which would have a significant negative impact on its prospects and financial condition.

Depreciation and amortization expense recorded for the three ~~and six~~ months ended January 31, 2022 and 2021 was approximately ~~$46,000~~$48,000 and ~~$96,000,~~$46,000, respectively.

Depreciation and amortization expense recorded for the ~~three and~~ six months ended January 31, ~~2020~~2022 and 2021 was approximately ~~$56,000~~$95,000 and ~~$112,000,~~$96,000, respectively.

In November 2020, the Company licensed generator technology for use in its clinical trials and other research and development efforts. Unless earlier terminated, the term of the license agreement will remain in effect for 85 months. The Company has determined that the license has alternative future uses in research and development projects. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 85 months.

Intangible asset amortization expense recorded for the three months ended January 31, 2022 and 2021 was approximately $17,000 and $12,000, respectively.

Intangible asset amortization expense recorded for the six months ended January 31, 2022 and 2021 was approximately ~~$12,000~~$35,000 and ~~$12,000,~~$12,000, respectively. ~~Intangible asset expense recorded for both the three and six months ended January 31, 2020 was $0.~~

At January 31, ~~2021,~~2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as ~~follows (in thousands):~~follows:

On April 27, 2020, the Company was granted a loan (the “Loan”) from the Banc of California in the aggregate amount of $952,744, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act, which was enacted March 27, 2020. The term of the loan is two years. Monthly payments will be due beginning August 15,July 1, 2021, ~~if the Loan is not forgiven. Interest accrues at 1% per year, effective on the date of initial disbursement. The outstanding principal balance on the loan as of January 31, 2021 was $952,744.~~

The Company submitted its application for full loan forgiveness on January 6, 2021. The Company believes that it has used the proceeds from the Loan for purposes consistent with the PPP. If the Loan is not forgiven the entire principal balance remaining unpaid, along with all accrued and unpaid interest, shall be due and payable on April 30, 2022.

~~On February 12, 2021, the Company received notice that the full Loan amount of $952,744 had been forgiven.~~

~~On June 18, 2020,~~ the Company entered into a finance agreement with AFCO Premium Credit LLC (“AFCO”). Pursuant to the terms of the agreement, AFCO loaned the Company the principal amount of ~~$551,803,~~$1,355,919, which ~~accrues~~would accrue interest at ~~3.381%~~2.894% per annum, to partially fund the payment of the premium of the Company’s ~~director~~Director & ~~officer~~Officer insurance. The agreement requires the Company to make ~~ten~~eleven monthly payments of ~~$56,039,~~$125,056, including interest starting on July 18, ~~2020.~~2021. At January 31, ~~2021,~~2022, the outstanding balance related to this finance agreement was ~~$167,174.~~$497,223.

~~Future minimum payments under note payable liabilities as of January 31, 2021 are as follows:~~

On January 25, 2021, the Company completed the offer and sale of an aggregate of 7,711,284 shares of its common stock at a purchase price of ~~$5.45~~ $5.45per share in a public offering. The gross proceeds from the offering were approximately ~~$42.0~~ $42.0 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were approximately ~~$39.1~~ $39.1 million. In connection with the offering, the Company paid the ~~placement agent and other financial advisors~~underwriters an aggregate cash fee equal to ~~6.0%~~6.0% of the gross proceeds of the offering, as well as legal and other expenses equal to approximately ~~$0.4~~ $0.4 million.

On August 19, 2020, the Company completed the offer and sale of an aggregate of 4,608,589 shares of its common stock at a purchase price of ~~$3.25~~ $3.25per share in a registered direct public offering. The gross proceeds from the offering were approximately ~~$15.0~~ $15.0 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were approximately ~~$13.5~~ $13.5 million. In connection with the offering, the Company paid the placement agent and other financial advisors an aggregate cash fee equal to ~~8.0%~~8.0% of the gross proceeds of the offering, as well as legal and other expenses equal to approximately ~~$0.3~~ $0.3 million.

During the six months ended January 31, 2021, shares of common stock issued related to option exercises totaled 158,248. The Company realized proceeds of approximately $0.3 million from the stock option exercises. There were no stock options exercised during the six months ended January 31, 2020.

During the six months ended January 31, 2021, shares of common stock issued related to warrant exercises totaled 882,261. The Company realized proceeds of approximately $3.0 million from the warrant exercises. There were no warrants exercised during the six months ended January 31, 2020.

During the six months ended January 31, 2020, the Company repurchased an aggregate of 266,098 warrants from certain warrant holders for an aggregate of approximately $0.2 million. The repurchase price was paid in cash, and upon repurchase, all of these warrants were cancelled.

At January 31, ~~2021,~~2022, the Company had outstanding warrants to purchase ~~2,221,315~~1,706,190 shares of its common stock, with exercise prices ranging from ~~$3.45~~ $3.45 to ~~$22.69,~~$16.80, all of which were classified as equity instruments. These warrants expire at various dates between ~~May 2021~~October 2022 and May 2024.

China Grand Pharmaceutical and Healthcare Holdings Limited and Sirtex Medical US Holdings, Inc.

On October 10, 2019, the Company and China Grand Pharmaceutical and Healthcare Holdings Limited, a company formed under the laws of the British Virgin Islands (“CGP”), and its affiliate, Sirtex Medical US Holdings, Inc., a Delaware corporation (“Sirtex”) entered into Stock Purchase Agreements (as amended, the “Purchase Agreements”). Pursuant to which CGP and Sirtex were given the right to purchase additional shares of common stock at a purchase price equal to the same exercise price paid by each warrant holder in order to maintain CGP and Sirtex’s respective ownership percentages of the outstanding shares of common stock of the Company as of October 10, 2019.

The OncoSec Medical Incorporated 2011 Stock Incentive Plan (as amended and approved by the Company’s stockholders (the “2011 Plan”)), authorizes the Company’s Board of Directors to grant equity awards, including but not limited to, stock options and restricted stock units, to employees, directors and consultants. The 2011 Plan authorizes a total of ~~3,350,000~~ 4,600,000 shares of common stock for issuance. Under the 2011 Plan, incentive stock options are to be granted at a price that is no less than ~~100%~~100% of the fair value of the Company’s common stock at the date of grant. Stock options vest over a period specified in the individual option agreements entered into with grantees and are exercisable for a maximum period of 10 years after the date of grant. Incentive stock options granted to stockholders who own more than 10% of the outstanding stock of the Company at the time of grant must be issued at an exercise price of no less than ~~110%~~110% of the fair value of the Company’s common stock on the date of grant.

During the six months ended January 31, 2021, the compensation committee of the Company’s Board of Directors approved the accelerated vesting of 791,019 and 91,666 previously granted time-vesting awards for employees and directors, respectively. The Company accounted for the effects of the stock option modifications described above under the guidance of ASC 718 as follows:

~~During the six months ended January 31, 2020, the Company cancelled 878,534 outstanding common stock option awards under the following terms:~~

~~The Company accounted for the effects of the stock option modifications described above under the guidance of ASC 718 as follows:~~

Following the cancellation of the outstanding stock option awards described above, there were 15,000 stock option awards outstanding under the 2011 Plan. The Company recorded the previously unrecognized compensation cost related to the cancelled outstanding stock option awards of approximately $1.2 million on the date of ~~cancellation.~~acceleration, which was approximately $1.2 million and $0.1 million for the employees and directors, respectively.

On October 2, 2019, the Company entered into an amendment to a consulting agreement with a consulting firm. Prior to the amendment, the Company was required to issue 3,000 shares of restricted common stock monthly for services through July 2, 2020. As per the terms of the amended agreement, starting October 2, 2019, the Company was required to issue 15,000 shares of restricted common stock monthly for services through July 2, 2020.● Upon modification, it is required under ASC 718 to analyze the fair value of the instruments, before and after the modification, recognizing additional compensation cost for any incremental value. The Company computed the fair value of the award immediately prior to the ~~amendment~~modification and compared the fair value to that of the modified award. ~~The incremental compensation cost~~Since the value of ~~approximately $0.2 million resulting from~~the awards were less after the modification as compared to immediately prior to the modification, no additional compensation expense was ~~recognized ratably over the remaining term of the consulting agreement.~~recorded.

During the six months ended January 31, 2022, the Company granted options to purchase 23,400 and 25,000 shares of its common stock to employees and a consultant under the 2011 Plan, respectively. The stock options issued to employees have a 10-year term, vest over two years and have exercise prices ranging from $2.01 to $2.26. The stock options issued to the consultant have a 10-year term, vest over one year and have an exercise price of $1.42.

During the six months ended January 31, 2021, the Company granted options to purchase 787,251, 125,000 and 25,000 shares of its common stock to employees, directors and a consultant under the 2011 Plan, respectively. The stock options issued to employees have a ~~10-year~~10-year term, vest over three years and have exercise prices ranging from ~~$3.43~~$3.43 to ~~$6.28.~~$6.28. The stock options issued to directors have a ~~10-year~~10-year term, vest over one year and have an exercise price of ~~$3.43.~~$3.43. The stock options issued to the consultant have a ~~10-year~~10-year term, vest over one year and have an exercise price of ~~$3.82.~~$3.82.

During the six months ended January 31, 2021, in accordance with Nasdaq Listing Rule 5635(c)(4), the Company granted an inducement equity award that consisted of options to purchase 300,000 shares of its common stock to an employee outside the 2011 Plan. The stock options issued to the employee are nonqualified, have a ~~10-year~~10-year term, vest over one year and have an exercise price of ~~$3.56.~~$3.56.

During the six months ended January 31, 2020, the Company granted options to purchase 5,050 shares of its common stock to employees under the 2011 Plan. The stock options issued to employees have a ten-year term, vest over three years, and have exercise prices ranging from $1.89 to $2.21. All options granted during the six months ended January 31, 2020 were cancelled during the second quarter of fiscal year 2020 as part of the stock option cancellation transaction discussed previously.

The Company accounts for stock-based compensation based on the fair value of the stock-based awards granted and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. The service period is generally the vesting period, with the exception of stock options granted pursuant to a consulting agreement, in which case the stock option vesting period and the service period are defined pursuant to the terms of the consulting agreement.

The following assumptions were used for the Black-Scholes calculation of the fair value of stock-based compensation related to stock options granted during the periods presented:

Schedule of Assumptions used to Calculate Fair Value of Stock Based Compensation

The Company’s expected volatility is derived from the historical daily change in the market price of its common stock. The Company uses the simplified method to calculate the expected term of options issued to employees, non-employees and ~~directors.~~directors, as the Company does not have much stock option exercise history and thus does not have enough information on exercise behavior to calculate a refined expected term based on that information. The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield in effect at the time of grant, commensurate with the expected term. For the expected dividend yield used in the Black-Scholes calculation, the Company has never paid any dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future.

The following is a summary of the Company’s 2011 Plan and non-Plan stock option activity for the six months ended January 31, ~~2021:~~2022:

The weighted-average grant date fair value of stock options granted during the six months ended January 31, 2022 and 2021 was $1.24 and $2.66, respectively.

As of January 31, ~~2021, the total intrinsic value of options outstanding and exercisable was $12.0 million and $8.1 million, respectively. As of January 31, 2021,~~2022, the Company has approximately ~~$2.2~~$1.3 million in unrecognized stock-based compensation expense attributable to the outstanding options, which ~~will~~is expected to be ~~amortized~~recognized over a weighted-average period of ~~approximately 2.05~~1.23 years.

Stock-based compensation expense recorded in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2022 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $0.3 million and $0.8 million, respectively. Of the total expense, $0.2 million and $0.5 million, respectively, was recorded to research and development and $0.1 million and $0.3 million, respectively was recorded in general and administrative in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2022.

Stock-based compensation expense recorded in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2021 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately ~~$0.4~~$0.4 million and ~~$2.3~~$2.3 million, which included approximately $0$0 and ~~$1.3~~$1.3 million, respectively, related to the accelerated vesting of time-vesting options. Of the total expense, ~~$0.3~~ $0.3 million and ~~$1.3~~$1.3 million, respectively, was recorded to research and development and ~~$0.1~~$0.1 million and ~~$1.0~~$1.0 million, respectively, was recorded in general and administrative in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2021.

Stock-based compensation expense recorded in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2020 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $1.3 million and $1.7 million, respectively, which included approximately $1.2 million and $1.2 million, respectively, related to the cancellation of certain stock option awards. Of the total expense, $0.7 million and $0.8 million, respectively, was recorded to research and development and $0.6 million and $0.9 million, respectively, was recorded in general and administrative in the Company’s condensed consolidated statements of operations for the three and six months ended January 31, 2020.

The weighted-average grant date fair value of stock options granted during the three and six months ended January 31, 2021 was $4.19 and $2.66, respectively. The weighted-average grant date fair value of stock options granted during the three and six months ended January 31, 2020 was $1.44 and $1.35, respectively.

For the three ~~and six~~ months ended January 31, 2022 and 2021, the Company recorded approximately ~~$42,000~~$54,000 and ~~$69,000, respectively,~~$42,000 in stock-based compensation related to RSUs, which is reflected in the condensed consolidated statements of operations.

~~For the three~~2022 and ~~six months ended January 31, 2020,~~2021, the Company recorded ~~$0.1 million~~approximately $130,000 and ~~$0.2 million, respectively,~~$69,000 in stock-based compensation related to RSUs, which is reflected in the condensed consolidated statements of operations.

During the three months ended January 31, 2022 and 2021, 0 and 37,500 shares of common stock valued at $0 and approximately $0.1 million, respectively, were issued to a consultant for services. During the six months ended January 31, 2022 and 2021, ~~37,500~~12,500 and 62,500 shares of common stock valued at approximately ~~$0.1~~ $0.04 million and ~~$0.2~~$0.2 million, respectively, were issued to a consultant for services. The common stock share values were based on the date the shares were granted. ~~The Company recorded compensation expense relating to the share issuances of approximately $0.1 million and $0.2 million, respectively, during the three and six months ended January 31, 2021.~~

During the three and six months ended January 31, 2020, 58,812 and 94,499 shares of common stock valued at approximately $0.2 million and $0.5 million, respectively, were issued to consultants for services. The common stock share values were based on the dates the shares were granted. The Company recorded compensation expense relating to the share issuances of approximately $0.2 million and $0.5 million, respectively, during the three and six months ended January 31, 2020.

Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue 50,000 shares of the Company’s common stock. ~~The ninth offering period under the ESPP ended on January 31, 2021, with 1,538 shares purchased and distributed to employees.~~ At January 31, ~~2021,~~2022, there were ~~31,871~~28,294 shares remaining available for issuance under the ESPP.

The ESPP is considered a Type B plan under FASB ASC Topic 718 because the number of shares a participant is permitted to purchase is not fixed based on the stock price at the beginning of the offering period and the expected withholdings. The ESPP enables the participant to “buy-up” to the plan’s share limit, if the stock price is lower on the purchase date. As a result, the fair value of the awards granted under the ESPP is calculated at the beginning of each offering period as the sum of:

The fair market value of the six-month call and six-month put are based on the Black-Scholes option valuation model. For the six-month offering period to end on January 31, 2022, the following assumptions were used: six-month maturity, 0.05% risk free interest, 72.99% volatility, 0% forfeitures and $0 dividends. For the six-month offering period ended January 31, 2021, the following assumptions were used: six-month maturity, ~~0.1%~~0.1% risk free interest, ~~122.84%~~122.84% volatility, 0%0% forfeitures and $0$0 dividends. ~~For the six-month offering period ended January 31, 2020, the following assumptions were used: six-month maturity, 2.04% risk free interest, 90.64% volatility, 0% forfeitures~~

~~Approximately $4,100 and $2,700~~$4,100 was recorded as stock-based compensation during the six months ended January 31, 2022 and 2021, ~~and 2020,~~ respectively.

The following table summarizes all common stock reserved for future issuance at January 31, ~~2021:~~2022:

In June 2019, Dana Farber Cancer Institute (“DFCI”) and OncoSec (each a “Party” and collectively the “Parties”) entered into a Sponsored Research Agreement (the “SRA”). On May 11, 2020, the SRA was terminated by DFCI, after a dispute arose between the parties. The Parties resolved the dispute through mediation and reached an agreement in principle. OncoSec agreed to pay DFCI a total of $900,000 in full and complete satisfaction of any and all claims that DFCI may have for reimbursement of expenses under the SRA in two equal installments of $450,000, the first of which shall be due on December 7, 2020 and the second of which shall be due on or before March 31, 2021. As of January 31, 2021, the Company paid the first installment of $450,000 and has accrued $450,000 under the agreement, which is included in accounts payable and accrued liabilities at January 31, 2021 in the accompanying condensed consolidated balance sheets.

The Company is not a party to any other legal proceeding or aware of any other threatened action as of the date of this report.

The Company has entered into employment agreements with certain executive officers and certain other key employees. Generally, the terms of these agreements provide that, if the Company terminates the officer or employee other than for cause, death or disability, or if the officer terminates his or her employment with the Company for good cause, the officer shall be entitled to receive certain severance compensation and benefits as described in each such agreement.

On August 25, 2020, the Company entered into a second amended lease agreement (“Second Amendment”) with MawIt Inc. to further extend the lease term at 24 N. Main Street, Pennington, New Jersey, which serves as the Company’s New Jersey corporate headquarters. Under the Second Amendment, effective January 1, 2021, the lease term is extended through and included December 31, 2021 and the base rent for 2021 is $12,416 per month. The lease term shall automatically renew for up to two additional one-year terms unless the Company gives the Landlord a notice of non-renewal at least six months prior to the end of the renewal term then in effect. During 2022, the base rent will be $12,665 per month and during 2023, the base rent will be $12,918 per month. The Company accounted for the Second Amendment as a contract modification, and accordingly, recorded an additional ROU asset for approximately $388,000 and lease liabilities of approximately $388,000 for this operating lease.

The Company has operating leases for corporate offices and lab space. These leases have remaining lease terms of approximately one year to seven years, some of which include options to extend the lease. For any lease where the Company is reasonably certain that a renewal option will be exercised, the lease payments associated with the renewal option period are included in the ROU asset and lease liability as of January 31, ~~2021.~~2022.

Supplemental balance sheet information related to leases as of January 31, ~~2021~~2022 was as follows:

Other information related to leases where the Company is the lessee is as follows:

Supplemental cash flow information related to operating leases ~~was~~is as follows:

Future minimum lease payments under non-cancellable leases as of January 31, ~~2021 were~~2022 is as follows:

Years ending July 31,
2021 $ 755,898
2022 1,418,580
2023 1,585,224
2024 1,539,142
2025 1,516,126
Thereafter 1,774,569
Total minimum lease payments 8,589,539
Less: Imputed interest (2,065,295 )
Total $ 6,524,244

Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Code. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to ~~100%~~100% of eligible compensation, subject to the maximum limits imposed by Internal Revenue Service. The terms of the plan allow for discretionary employer contributions and the Company currently matches ~~100%~~100% of its employees’ contributions, up to 3%3% of their annual compensation. The Company’s contributions are recorded as expense in the accompanying condensed consolidated statements of operations and totaled approximately ~~$32,000~~$28,000 and ~~$60,000~~$32,000 for the three ~~and six~~ months ended January 31, 2022 and 2021, respectively. The Company’s contributions totaled approximately ~~$21,000~~$81,000 and ~~$59,000~~$60,000 for the ~~three and~~ six months ended January 31, ~~2020,~~2022 and 2021, respectively.

Except as disclosed elsewhere herein, below are the Company’s related party ~~transactions.~~transactions for the three and six months ended January 31, 2022 and 2021.

On January 25, 2021, the Company completed the offer and sale of an aggregate of 7,711,284 shares of its common stock at a purchase price of ~~$5.45~~$5.45 per share in a public offering (See Note 6). ~~Grand Decade Developments Limited, a direct, wholly-owned subsidiary of China Grand Pharmaceutical~~CGP and ~~Healthcare Holdings Limited, a company formed under the laws of the British Virgin Islands (“CGP”), and its affiliate,~~ Sirtex ~~Medical US Holdings, Inc., a Delaware corporation (“Sirtex”)~~ participated in the offering. Each of CGP and Sirtex exercised its right of participation in future offerings in order to maintain respective ownership percentages of the outstanding shares of common stock of the Company upon ~~close.~~close, and purchased 3,389,198 and 677,839 shares of common stock, respectively, at a purchase price of $5.45 per share.

On August 19, 2020, the Company completed the offer and sale of an aggregate of 4,608,589 shares of its common stock at a purchase price of ~~$3.25~~ $3.25per share in a registered direct offering (See Note 6). CGP and Sirtex participated in the registered direct offering and maintained their respective ownership percentages of the outstanding shares of common stock of the Company upon ~~close.~~close, and purchased 1,999,000 and 399,800 shares of common stock, respectively, at a purchase price of $3.25 per share.

In January 2021, the Company entered into a co-promotion agreement with Sirtex, pursuant to which the Company granted Sirtex the option to co-promote ~~TAVO~~TAVO™ for the treatment of anti-PD-1 refractory locally advanced or metastatic melanoma in the U.S., including its territories and possessions. In consideration for the option, the Company received an upfront, non-refundable payment of ~~$5.0~~ $5.0 million from Sirtex (the “option fee”). The option to co-promote is non-exclusive and may be exercised at any time by Sirtex from the effective date until 90 days following the receipt by Sirtex of a complete copy of the final BLA filed by the Company with the FDA (the “option period”). If Sirtex exercises the option, the Company will receive an additional non-refundable and non-creditable option exercise fee of ~~$25.0~~ $25.0 million, comprised of ~~$20.0~~ $20.0 million in cash, and ~~$5.0~~ $5.0 million for the issuance of common shares of the Company determined by the average closing price of the stock for the 30 days prior to the date of receipt of the exercise notice for the option.

Under the terms of the co-promotion agreement, if Sirtex exercises the co-promote option, the Company will pay to Sirtex a high-teens to low-twenties royalty (“promotion fee”) of U.S. net sales of the ~~TAVO~~TAVO™ products. The co-promotion agreement will continue until the earlier of the expiration of the option period without Sirtex extending the option or the eighth anniversary of the first FDA approval of the BLA, and can be extended by mutual agreement between the Company and Sirtex. During the co-promotion term, the Company is responsible for funding approximately two-thirds of the promotional costs incurred by Sirtex and Sirtex shall be responsible for approximately one-third.

The Company has determined that the co-promotion agreement represents a funded research and development arrangement within the scope of ASC Subtopic 730-20, Research and Development—Research and Development Arrangements (ASC 730-20). The Company concluded that there has not been a substantive and genuine transfer of risk related to the co-promotion agreement and the Company’s ongoing development of ~~TAVO~~TAVO™ as there is a presumption that the Company is obligated to repay Sirtex based on the significant related party relationship that exists between the parties. This significant related party relationship is based on Sirtex’s approximate 8%8% ownership of the outstanding shares of the Company’s common stock, and that of its significant equity holder, CGP (which owns 49% of Sirtex), which, ~~owns~~at the time of entering into the agreement, owned approximately 42% of the outstanding shares of the Company’s common stock and is the Company’s largest shareholder.

The Company has determined that the appropriate accounting treatment under ASC 730-20 is to record any proceeds received from Sirtex for the co-promote option or upon exercise of the option as cash and cash equivalents as the Company has the ability to direct the usage of funds, and as a corresponding long-term liability (“Liability under co-promotion agreement – related party”) on the Company’s condensed consolidated balance sheet when received. The liability will remain on the balance sheet until (i) Sirtex exercises the option which results in royalties paid by the Company to Sirtex based on the net sales of the ~~TAVO~~TAVO™ products, or (ii) Sirtex does not exercise the option and the co-promotion agreement is terminated by the parties.

As of January 31, ~~2021,~~2022, the balance of the Liability under co-promotion agreement – related party relates to the option fee payment of ~~$5.0~~$5.0 million received from Sirtex.

On February ~~12, 2020,~~9, 2022, the Company ~~entered into a consulting agreement~~received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the ~~spouse~~minimum bid price of the Company’s ~~Chief Scientific Officer. The term~~common stock had been below $1.00 per share for 30 consecutive business days as of the agreement is four months and can be extended by written agreement. The agreement provides for an hourly based fee structure for assisting the Company with matters related to oncology and device development related to the Company’s platform. In addition to an hourly based fee structure, the consultant will be eligible to receive stock option awards. On June 12, 2020, the Company amended the consulting agreement, extending the term of the existing agreement until December 12, 2020. In addition, the consultant was granted 30,000 non-qualified stock options valued at approximately $48,000 on the date of ~~grant.~~the Notice. The ~~non-qualified~~Notice has no immediate effect on the listing of the Company’s common stock, ~~options have~~which will continue to trade at this time on the Nasdaq Capital Market under the symbol “ONCS.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a ~~10-year term, vest immediately and have an exercise~~period of 180 calendar days, or until August 8, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of ~~$1.56. The consultant was paid consulting fees~~the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. In the event the Company does not regain compliance by August 8, 2022, the Company may be eligible for an additional 180 calendar day grace period if it meets the continued listing requirement for market value of ~~approximately $0~~publicly held shares ($1 million) and ~~$0.2 million~~all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice to Nasdaq of its intention to cure the deficiency during the ~~three months and six months ended January 31, 2021. Effective October 9, 2020,~~second compliance period by effecting a reverse stock split, if necessary. If the Company ~~hired~~does not regain compliance within the ~~consultant~~allotted compliance period(s), Nasdaq will provide notice that the Company’s common stock will be subject to delisting from the Nasdaq Capital Market. In that event, the Company may appeal such delisting determination to a hearings panel.

On November 29, 2021, the Company notified Nasdaq that Robert E. Ward had resigned as ~~an employee.~~

~~Except~~a member of the Board of Directors and the Company’s Audit Committee, as disclosed ~~elsewhere herein, below are~~on the Company’s ~~subsequent events.~~Current Report filed on Form 8-K on November 30, 2021. After giving effect to Mr. Ward’s resignation, the Company’s Audit Committee no longer consists of three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A).

~~Subsequent~~On December 8, 2021, the Company received a letter from Nasdaq noting that the Company no longer complied with the requirement of Listing Rule 5605. The letter also acknowledged that the Listing Rules provide a cure period in order for the Company to ~~January 31, 2021, warrants~~regain compliance until the earlier of the Company’s next annual meeting of stockholders or November 23, 2022.

We are currently evaluating our alternatives to ~~purchase 507,000 shares of~~resolve these listing deficiencies. To the extent that we are unable to resolve these listing deficiencies, there is a risk that our common stock ~~were exercised for aggregate proceeds~~may be delisted from Nasdaq, which would adversely impact liquidity of ~~approximately $1.7 million.~~

~~Subsequent to January 31, 2021, options to purchase 135,417 shares of~~our common stock ~~were exercised~~and potentially result in even lower bid prices for ~~aggregate proceeds of approximately $0.2 million.~~our common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Unless the context indicates otherwise, all references to “OncoSec,” ~~“our company,~~“the Company,” “we,” “us” and “our” in this report refer to OncoSec Medical Incorporated and its consolidated subsidiary. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included in this report.

This discussion and analysis of our financial condition and results of operations is not a complete description of our business or the risks associated with an investment in our common stock. As a result, this discussion and analysis should be read together with our condensed consolidated financial statements and related notes included in this report, as well as the other disclosures in this report and in the other documents we file from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for our fiscal year ended July 31, ~~2020~~2021 filed with the SEC on October ~~28, 2020, and as amended~~29, 2021 (the “Annual Report”). Pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K promulgated by the SEC, in preparing this discussion and analysis, we have presumed that readers have access to and have read the discussion and analysis of our financial condition and results of operations included in the Annual Report.

This discussion and analysis and the other disclosures in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Forward-looking statements relate to future events or circumstances or our future performance and are based on our current assumptions, expectations and beliefs about future developments and their potential effect on our business. All statements in this report that are not statements of historical fact could be forward-looking statements. The forward-looking statements in this discussion and analysis include statements about, among other things, the status, progress and results of our clinical programs and our expectations regarding our liquidity and performance, including our expense levels, and the potential impact of the COVID-19 pandemic. Forward-looking statements are only predictions and are not guarantees of future performance, and they are subject to known and unknown risks, uncertainties and other factors, including the risks described under the heading “Risk Factors” herein and in Part I, Item IA of the Company’s most recent Annual Report on Form 10-K and similar discussions contained in the other documents we file from time to time with the SEC. In light of these risks, uncertainties and other factors, the forward-looking events and circumstances described in this report may not occur and our results, levels of activity, performance or achievements could differ materially from those expressed in or implied by any forward-looking statements we make. As a result, you should not place undue reliance on any of our forward-looking statements. Forward-looking statements speak only as of the date they are made, and unless required to by law, we undertake no obligation to update or revise any forward-looking statement for any reason, including to reflect new information, future developments, actual results or changes in our expectations.

We are a late-stage ~~biotechnology~~immuno-oncology company focused on designing, developing and commercializing innovative, ~~therapies and~~ proprietary, ~~medical approaches~~intra-tumoral DNA-based therapeutics to stimulate and to ~~guide an~~augment anti-tumor immune ~~response~~responses for the treatment of ~~cancer.~~cancers. Our core technology platform ImmunoPulse®is a drug-device therapeutic modality platform comprised of proprietary intratumoral electroporation (“EP”) delivery devices (the ~~“OncoSec Medical System (OMS) Electroporation Device” or~~ “OMS EP ~~device”~~Device”). and a proprietary DNA plasmid that triggers transient expression of target protein in cells. The OMS EP ~~device~~Device is designed to deliver plasmid DNA-encoded drugs directly into a solid tumor and promote an immunological response against the cancer. The OMS EP ~~device~~Device can be adapted to treat different tumor types, and consists of an electrical pulse generator, a reusable handle and disposable applicators. Our lead product candidate is a DNA-encoded interleukin-12 (“IL-12”) called tavokinogene telseplasmid (“~~TAVO”~~TAVO™”). The OMS EP ~~device~~Device is used to deliver ~~TAVO~~TAVO™ intratumorally, with the aim of reversing the immunosuppressive microenvironment in the treated tumor. The activation of the appropriate inflammatory response can drive a systemic anti-tumor response against untreated tumors in other parts of the body. In 2017, we received Fast Track ~~designation~~Designation and Orphan Drug Designation from the U.S. Food and Drug Administration (“FDA”) for ~~TAVO~~TAVO™ in metastatic melanoma, which could qualify ~~TAVO~~TAVO™ for expedited FDA review, a rolling Biologics License Application review and certain other benefits.

Our current focus is to pursue ~~clinical development programs with TAVO,~~our study of TAVO™ in combination with ~~anti-PD-1 checkpoint inhibitors,~~KEYTRUDA® (pembrolizumab) in ~~metastatic~~ melanoma and triple negative breast cancer and squamous cell carcinoma head and neck. The Company intends to continue to pursue other ongoing or potential new trials and studies related to TAVO, in various tumor types. In addition to TAVO, we have identified and are developing new DNA-encoded therapeutic candidates and tumor indications for use with our new Visceral Lesion Applicator, to target deep visceral lesions, such as liver, lung, bladder, pancreatic and other difficult to treat visceral lesions.cancer.

We expect to use our available working capital in the near term primarily for the advancement of our existing and planned clinical programs, including performance of the KEYNOTE-695 and KEYNOTE-890 studies and, to a lesser extent, the continuation of our other clinical trials and studies. We anticipate our spending on clinical programs and the development of our next-generation OMS EP ~~device~~Device will continue throughout our current fiscal year, primarily in support of the KEYNOTE-695 and KEYNOTE-890 studies, while our spending on research and development programs will be prioritized, based on our focus on the KEYNOTE-695 and KEYNOTE-890 studies. We expect our cash-based general and administrative expenses to remain relatively flat in the near term, as we seek to continue to leverage internal resources and automate processes to decrease our outside services expenses. See “Results of Operations” below for more information.

Our operational and financial performance have ~~already~~ been affected by ~~the impact of~~ the COVID-19 pandemic. Our clinical trials have experienced delays in patient enrollment, potentially due to prioritization of hospital resources toward the COVID-19 pandemic or concerns among patients about participating in clinical trials during a public health emergency. The COVID-19 pandemic is also affecting the operations of government entities, such as the FDA, as well as contract research organizations, third-party manufacturers, and other third-parties upon whom we rely. The extent of the impact on our operations cannot be ascertained at this time.

Results of Operations for the Three Months Ended January 31, ~~2021~~2022 Compared to the Three Months Ended January 31, ~~2020~~2021

The unaudited financial data for the three months ended January 31, ~~2021~~2022 and ~~January 31, 2020~~2021 is presented in the following table and the results of these two periods are included in the discussion thereafter.

We have not generated any revenue since our inception, and we do not anticipate generating ~~meaningful~~ revenue in the near term.

Our research and development expenses ~~increased~~decreased by approximately ~~$2.9~~$2.1 million, from ~~$6.0 million during the three months ended January 31, 2020 to~~ $8.9 million during the three months ended January 31, ~~2021.~~2021 to $6.8 million during the three months ended January 31, 2022. This ~~increase~~decrease was primarily due ~~to the following approximate increases:~~to: (i) ~~$1.7~~a $1.1 million decrease in clinical ~~trial-related~~trial related costs to support our various clinical studies and costs for discovery research and product development and (ii) ~~$1.5~~a $0.9 million ~~increase~~decrease in payroll and related ~~benefits~~benefit expenses, primarily due to bonuses ~~additional headcount~~awarded during the three months ended January 31, 2021, while no bonuses were awarded during the three months ended January 31, 2022.

Our general and administrative expenses increased by $0.5 million, from $2.1 million during the three months ended January 31, 2021, to $2.6 million during the three months ended January 31, 2022. This increase was largely due to the following: (i) a $0.8 million increase in legal expenses, primarily related to the $1 million in insurance recoveries received in connection with prior litigation with Alpha Holdings, Inc. during the prior period, (ii) a $0.2 million increase in insurance costs related to increased D&O insurance premiums, and (iii) a $0.2 million increase in director fees paid to the members of the Leadership Committee of the Company’s Board of Directors. These increases were partially offset by a ~~$0.4~~$0.5 million decrease in payroll expenses and a $0.2 million decrease in stock-based compensation to employees and consultants.

~~Our general and administrative expenses decreased~~Other expense, net, increased by approximately ~~$5.4 million,~~$2,000, from $7.5 million during the three months ended January 31, 2020, to $2.1 million during the three months ended January 31, 2021. This decrease was largely due to the following approximate decreases: (i) $3.3 million in legal costs primarily related to the Alpha Holdings litigation and the contested proxy costs in the prior period, and $1 million in insurance recoveries from the Alpha Holdings litigation in the current period (ii) $0.6 million in proxy costs related to the Company’s special meeting to approve the CGP transaction in the prior period (iii) $0.6 million in stock-based compensation to employees and consultants and (iv) $0.3 million in consulting costs. These decreases were partially offset by a $0.4 million increase in payroll and related benefits expenses, primarily due to bonuses.

~~Other (expense) income, net, decreased by approximately $47,000 from income of $46,000 for the three months ended January 31, 2020 to an expense of~~less than $1,000 for the three months ended January 31, ~~2021.~~2021 to $3,000 for the three months ended January 31, 2022. This ~~decrease~~increase was primarily due to ~~reduced~~increased tax expense related to the increased interest income ~~as a result of a lower return on our investments~~from an intercompany loan during the current period.

Foreign currency exchange gain (loss), net, ~~increased~~decreased by approximately ~~$0.5~~$0.8 million from a ~~loss of $0.2~~$0.3 million gain during the three months ended January 31, ~~2020~~2021 to a ~~$0.3~~$0.5 million ~~gain~~loss for the three months ended January 31, ~~2021.~~2022. This ~~increase~~decrease was primarily due to unrealized foreign currency transaction ~~gains~~loss recognized in connection with the Australian subsidiary’s intercompany loan.

Results of Operations for the Six Months Ended January 31, ~~2021~~2022 Compared to the Six Months Ended January 31, ~~2020~~2021

The unaudited financial data for the six months ended January 31, ~~2021~~2022 and January 31, ~~2020~~2021 is presented in the following table and the results of these two periods are included in the discussion thereafter.

We have not generated any revenue since our inception, and we do not anticipate generating ~~meaningful~~ revenue in the near term.

Our research and development expenses ~~increased~~decreased by approximately ~~$7.2~~$5.2 million, from ~~$11.5 million during the six months ended January 31, 2020 to~~ $18.7 million during the six months ended January 31, ~~2021.~~2021 to $13.5 million during the six months ended January 31, 2022. This ~~increase~~decrease was primarily due to the ~~following approximate increases:~~following: (i) ~~$4.8~~a $4.2 million decrease in clinical trial-related costs to support our various clinical studies and costs for discovery research and product development, (ii) ~~$1.8~~a $0.4 million ~~increase~~decrease in payroll and related ~~benefits~~benefit expenses, primarily due to ~~additional~~bonuses awarded during the six months ended January 31, 2021, while no bonuses were awarded during the six months ended January 31, 2022, partially offset by payroll and related benefit expenses incurred in connection with the Company’s increased headcount ~~bonuses and merit increases~~during the six months ended January 31, 2022, and (iii) ~~$0.4~~a $0.7 million ~~increase~~decrease in stock-based compensation expense to employees and ~~consultants.~~

~~Our general and administrative expenses decreased by approximately $6.5 million, from $11.9 million~~consultants, as there was an accelerated vesting of options during the six months ended January 31, ~~2020, to~~2021 that was not repeated during the six months ended January 31, 2022.

Our general and administrative expenses increased by approximately $0.5 million, from $5.4 million during the six months ended January 31, ~~2021.~~2021, to $5.9 million during the six months ended January 31, 2022. This ~~decrease~~increase was largely due to the ~~following approximate decreases:~~following: (i) ~~$4.1~~a $0.7 million increase in legal costs, primarily related to ~~the Alpha Holdings litigation and the contested proxy costs in the prior period, and~~ $1 million in insurance recoveries ~~from the~~received in connection with prior litigation with Alpha Holdings, ~~litigation in the current period (ii) $0.8 million in consulting costs (iii) $0.7 million in proxy costs related to the Company’s special meeting to approve the CGP transaction~~Inc. in the prior period, (ii) a $0.4 million increase in insurance costs related to increased D&O insurance premiums, and ~~(iv)~~(iii) a $0.2 million increase in director fees paid to the members of the Leadership Committee of the Company’s Board of Directors. These increases were partially offset by a $0.9 million decrease in stock-based compensation expense to employees and ~~consultants. These decreases were partially offset by a $0.4 million increase in payroll and benefits related expenses, primarily due to bonuses and merit increases.~~

~~Other (expense) income, net, decreased by approximately $130,000 from income~~consultants, as there was an accelerated vesting of ~~$129,000 for~~options during the six months ended January 31, ~~2020 to an~~2021 that was not repeated during the six months ended January 31, 2022.

Other expense, ofnet, increased by approximately $4,000 from $1,000 for the six months ended January 31, ~~2021.~~2021 to $5,000 for the six months ended January 31, 2022. This ~~decrease~~increase was primarily due to increased tax expense related to the increased interest income from an intercompany loan and the reduced interest income as a result of a lower return on our investments during the current period.

Foreign currency exchange gain (loss), net, ~~increased~~decreased by approximately ~~$0.3~~$0.5 million from a ~~loss of $0.1~~$0.2 million gain during the six months ended January 31, ~~2020~~2021 to a ~~$0.2~~$0.4 million ~~gain~~loss for the six months ended January 31, ~~2021.~~2022. This increase was primarily due to unrealized foreign currency transaction ~~gains~~loss recognized in connection with the Australian subsidiary’s intercompany loan.

The following table and subsequent discussion summarize our working capital as of each of the periods presented:

Current assets as of January 31, ~~2021 increased~~2022 decreased by ~~$39.8~~$21.3 million to ~~$62.6~~$27.9 million, from ~~$22.8~~$49.2 million as of July 31, ~~2020.~~2021. This ~~increase~~decrease was primarily due to the $52.8 million net proceeds received from the August 2020 and January 2021 offerings, $5 million received from the co-promotion agreement with Sirtex, and $3.3 million received from warrant and option exercises. The increase was partially offset by cash used to support our operations during the six months ended January 31, ~~2021.~~2022.

Current liabilities as of January 31, ~~2021 increased~~2022 decreased by ~~$1.1~~$2.4 million to ~~$10.8~~$5.6 million, from ~~$9.7~~$8.0 million as of July 31, ~~2020.~~2021. This ~~increase~~decrease was primarily due to ~~an increase~~a decrease in accounts payable and accrued expenses pertaining to our manufacturing and clinical research activities.

Net cash used in operating activities for the six months ended January 31, ~~2021~~2022 was ~~$20.6~~$19.9 million, as compared to ~~$15.6~~$20.6 million for the six months ended January 31, ~~2020.~~2021. The ~~$5.0~~$0.7 million ~~increase~~decrease in cash used in operating activities was primarily attributable to ~~an increase~~a decrease in cash used to support our operating activities, including but not limited to, our clinical trials, ~~an increase in R&D~~research and development activities ~~amounts for the Alpha Holdings, Inc. litigation and contested proxy incurred in the prior fiscal year~~ and general working capital requirements.

Net cash used in investing activities for the six months ended January 31, ~~2021~~2022 was ~~$250,000,~~$0.2 million, as compared to $0$0.3 million for the six months ended January 31, ~~2020.~~2021. During the six months ended January 31, 2022, the Company purchased fixed assets for use in its clinical trials. During the six months ended January 31, 2021, the Company licensed generator technology for use in its clinical trials and other research and development efforts.

Net cash ~~provided by~~used in financing activities was ~~$60.8~~$0.5 million for the six months ended January 31, ~~2021,~~2022, as compared to ~~$0.3~~$60.8 million cash ~~used in~~provided by financing activities for the six months ended January 31, ~~2020.~~2021. Net cash used in financing activities during the six months ended January 31, 2022 was primarily attributable to payments on a note payable. Net proceeds during the six months ended January 31, 2021 was primarily attributable to the ~~$52.8~~$52.6 million net proceeds received from the August 2020 and January 2021 securities offerings, $5 million received from the co-promotion agreement with Sirtex, and $3.3 million received from warrant and option ~~exercises (see “Sources of Capital” below).~~exercises.

Our primary uses of cash have been to finance clinical and research and development activities focused on the identification and discovery of new potential product candidates, the development of innovative and proprietary medical approaches for the treatment of cancer, and the design and advancement of pre-clinical and clinical trials and studies related to our pipeline of product candidates. We ~~have~~ also ~~used~~use our capital resources on general and administrative activities and building and strengthening our corporate infrastructure, programs and procedures to enable compliance with applicable federal, state and local laws and regulations.

Our primary objectives for the next 12 months are to continue the advancement of our KEYNOTE-695 and KEYNOTE-890 studies and, to a lesser extent, our other ongoing clinical trials and studies, and to continue our research and development activities for our next-generation EP device and drug discovery efforts. In addition, we expect to pursue capital-raising transactions, which could include equity or debt financings, in the near term to fund our existing and planned operations and acquire and develop additional assets and technology consistent with our business objectives as opportunities arise.

The ~~Company’s products are being developed and have not generated revenue. As~~Company has sustained losses in all reporting periods since inception, with an accumulated deficit of approximately $271 million as of January 31, ~~2021,~~2022. These losses are expected to continue for an extended period of time. Further, the Company has never generated any cash from its operations and does not expect to generate such cash in the near term. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.

As of March 2, 2022, the Company had ~~approximately $60.3 million in~~ cash and cash equivalents of $22.1 million. Since inception, cash flows from financing activities has been the primary source of the Company’s liquidity. Based on its ~~balance sheet. The~~current cash levels, the Company believes its ~~current~~ cash ~~position is sufficient~~resources are insufficient to ~~fund its business plan into approximately~~meet the ~~third calendar quarter of 2022. The estimate is based on assumptions that may prove to be wrong, and~~Company’s anticipated needs for the ~~Company could use available capital resources sooner than currently expected. Because of~~12 months following the ~~numerous risks and uncertainties associated with~~date the development and commercialization of its product candidates, the Company is unable to estimate the amount of increased capital outlays and operating expenses associated with completing the development of its current product candidates.condensed consolidated financial statements are issued.

The Company recognizes it ~~may~~will need to raise additional capital ~~in order~~ to continue ~~to execute~~operating its business ~~plan.~~and fund its planned operations, including research and development, clinical trials and, if regulatory approval is obtained, commercialization of its product candidates. In addition, the Company will require additional financing if it desires to in-license or acquire new assets, research and develop new compounds or new technologies and pursue related patent protection, or obtain any other intellectual property rights or other assets. There is no assurance that additional financing will be available to the Company when needed, or that management will be able to obtain financing on terms acceptable to the Company, or whether the Company will become profitable and generate positive operating cash flow. IfThe source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the ~~Company~~progress of our clinical development programs. Similarly, if our common stock is ~~unable~~delisted from the Nasdaq Capital Market, it may limit our ability to raise ~~sufficient~~ additional ~~funds, it will have to scale back its business plan.~~funds. See “Nasdaq Deficiency Notices” below. The ongoing COVID-19 pandemic has also caused volatility in the global financial markets and threatened a slowdown in the global economy, which may negatively affect our ability to raise additional capital on attractive terms or at all. If the Company is unable to raise sufficient additional funds when needed, on favorable terms or at all, the Company will not be able to continue the development of its product candidates as currently planned or at all, will need to reevaluate its planned operations and may need to delay, scale back or eliminate some or all of its development programs, reduce expenses or cease operations, any of which would have a significant negative impact on its prospects and financial condition.

We have not generated any revenue since our inception, and we do not anticipate generating ~~meaningful~~ revenue in the near term. Historically, we have raised the majority of the funding for our business through offerings of our common stock and warrants to purchase our common stock. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders would experience further dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur debt, our fixed payment obligations, liabilities and leverage relative to our equity capitalization would increase, which could increase the cost of future capital. Further, the terms of any debt securities we issue or borrowings we incur, if available, could impose significant restrictions on our operations, such as limitations on our ability to incur additional debt or issue additional equity or other operating restrictions that could adversely affect our ability to conduct our business, and any such debt could be secured by any or all of our assets pledged as collateral. Additionally, we may incur substantial costs in pursuing future capital, including investment banking, legal and accounting fees, printing and distribution expenses and other costs.

As previously disclosed, on February 9, 2022, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days as of the date of the Notice. The Notice has no immediate effect on the listing of the Company’s common stock, which will continue to trade at this time on the Nasdaq Capital Market under the symbol “ONCS.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until August 8, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. In the event the Company does not regain compliance by August 8, 2022, the Company may be eligible for an additional 180 calendar day grace period if it meets the continued listing requirement for market value of publicly held shares ($1 million) and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s common stock will be subject to delisting from the Nasdaq Capital Market. In that event, the Company may appeal such delisting determination to a hearings panel.

On ~~January 25,~~November 29, 2021, the Company ~~completed~~notified Nasdaq that Robert E. Ward had resigned as a member of the ~~offer~~Board of Directors and ~~sale~~the Company’s Audit Committee, as disclosed on the Company’s Current Report filed on Form 8-K on November 30, 2021. After giving effect to Mr. Ward’s resignation, the Company’s Audit Committee no longer consists of ~~an aggregate~~three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A).

On December 8, 2021, the Company received a letter from Nasdaq noting that the Company no longer complied with the requirement of ~~7,711,284 shares~~Listing Rule 5605. The letter also acknowledged that the Listing Rules provide a cure period in order for the Company to regain compliance until the earlier of ~~its~~the Company’s next annual meeting of stockholders or November 23, 2022.

We are currently evaluating our alternatives to resolve these listing deficiencies. To the extent that we are unable to resolve these listing deficiencies, there is a risk that our common stock may be delisted from Nasdaq, which would adversely impact liquidity of our common stock and potentially result in even lower bid prices for our common stock.

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at ~~a purchase price~~the date of ~~$5.45 per share in a public offering. The gross proceeds from~~ the ~~offering were approximately $42.0 million,~~financial statements and the ~~net proceeds, after deducting~~reported amounts of expenses during the ~~placement agent’s fee~~reporting period. Such estimates include the Company’s ability to continue as a going concern and certain calculations related to that determination, stock-based compensation, the accrual of research, product development and clinical obligations, impairment of long-lived assets, determining the Incremental Borrowing Rate for calculating Right-Of-Use (“ROU”) assets and lease liabilities and accounting for income taxes, including the related valuation allowance on the deferred tax asset and uncertain tax positions. The Company bases its estimates on historical experience and on various other ~~offering fees~~assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and ~~expenses paid by~~liabilities that are not readily apparent from other sources. On an ongoing basis, the Company ~~were approximately $39.1 million. In connection with~~reviews its estimates to ensure that they appropriately reflect changes in the ~~offering, the Company paid the placement agent and other financial advisors an aggregate cash fee equal to 6.0% of the gross proceeds of the offering,~~business or as ~~well as legal and other expenses equal to approximately $0.4 million.~~new information becomes available. Actual results may differ from these estimates.

On August 19, 2020, the Company completed the offer and sale of an aggregate of 4,608,589 shares of its common stock at a purchase price of $3.25 per share in a registered direct offering. The gross proceeds of the offering were approximately $15.0 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were approximately $13.5 million. In connection with the offering, the Company paid the placement agent and other financial advisors an aggregate cash fee equal to 8.0% of the gross proceeds of the offering, as well as legal and other expenses equal to approximately $0.3 million.

In May 2020, the Company received $0.9 million in net proceeds from the sale of its New Jersey Net Operating Losses under the State of New Jersey NOL Transfer Program for the period ended July 31, 2019.

On April 27, 2020, the Company was granted a loan from the Banc of California in the aggregate amount of $952,744, pursuant to the Paycheck Protection Program under the CARES Act, which was enacted March 27, 2020. The term of the loan is two years. Monthly payments will be due beginning August 15, 2021 if the Loan is not forgiven. Interest accrues at 1% per year, effective on the date of initial disbursement. The Company submitted its application for full loan forgiveness on January 6, 2021.

~~On February 12, 2021, the Company received notice that the full Loan amount of $952,744 had been forgiven.~~

On February 7, 2020, the Company closed a strategic transaction with CGP and its affiliate, Sirtex. On October 10, 2019, the Company, CGP and Sirtex entered into Stock Purchase Agreements, as amended, pursuant to which the Company agreed to sell and issue to CGP and Sirtex 10,000,000 shares and 2,000,000 shares, respectively, of the Company’s common stock for an aggregate purchase price of $30.0 million. The net proceeds, after deducting offering fees and expenses paid by us, were approximately $28.0 million.

In January 2021, the Company entered into a co-promotion agreement with Sirtex, pursuant to which the Company granted Sirtex the option to co-promote TAVO for the treatment of anti-PD-1 refractory locally advanced or metastatic melanoma in the U.S., including its territories and possessions. In consideration for the option, the Company received an upfront, non-refundable payment of $5.0 million from Sirtex.

Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with ASC 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party.

The Company grants equity-based awards (typically stock options or restricted stock units) under our stock-based compensation plan and outside of our stock-based compensation plan, with terms generally similar to the terms under our stock-based compensation plan. The Company estimates the fair value of stock option awards using the Black-Scholes option valuation model. For employees, directors and consultants, the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The Company estimates the fair value of restricted stock unit awards based on the closing price of the Company’s common stock on the date of issuance.

Our Australian, wholly-owned, subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Australian research and development activities qualify for the Australian government’s tax credit program, which provides a ~~41%~~43.5% credit for qualifying research and development expenses. The tax credit does not depend on our generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 and is recorded against qualifying research and development expenses in the Company’s condensed consolidated statements of operations.

Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using our incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases.

Information regarding recent accounting pronouncements is contained in Note 2 to our condensed consolidated financial statements included in this report.

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, or Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to our management, including our ~~President and Chief~~Interim Principal Executive Officer ~~(our principal executive officer)~~ and ~~our~~ Principal ~~Accounting~~Financial Officer, ~~and Controller,~~ as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures reflects the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our ~~President and Chief~~Interim Principal Executive Officer and our Principal ~~Accounting~~Financial Officer, ~~and Controller,~~ conducted an evaluation of the effectiveness of our disclosure controls and procedures as of January 31, ~~2021.~~2022. Based on such evaluation, our ~~President and Chief~~Interim Principal Executive Officer and ~~our~~ Principal ~~Accounting~~Financial Officer ~~and Controller~~ concluded that, as of January 31, ~~2021,~~2022, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting during our fiscal quarter ended January 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our President and Chief Executive Officer and Principal Accounting Officer and Controller, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

From time to time, we are involved in legal proceedings in the ordinary course of our business. Refer to ~~Footnote~~Note 8: Commitments and Contingencies for more information on legal proceedings.

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2020.~~2021, except as noted below. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, in addition to the other information set forth in this report, could materially affect our business, financial condition, or results of operations.

If our stock price continues to remain below $1.00, our common stock may be subject to delisting from The Nasdaq Stock Market, which would materially reduce the liquidity of our common stock and have an adverse effect on our market price.

On February 9, 2022, the Company received Notice (the “Notice”) from Nasdaq that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The Notice has no immediate effect on the listing of the Company’s common stock, which will continue to trade at this time on the Nasdaq Capital Market under the symbol “ONCS.”

We are currently evaluating our alternatives to resolve the listing deficiency. To the extent that we are unable to resolve the listing deficiency, there is a risk that our common stock may be delisted from Nasdaq, which would adversely impact liquidity of our common stock, potentially result in even lower bid prices for our common stock, and make it more difficult for us to obtain financing through the sale of our common stock.

~~None.~~

~~† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~NEVADA~~nevada		98-0573252
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


24 NORTH MAIN STREET
PENNINGTON, NJ		08534
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ONCS		Nasdaq Capital Market

Large accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐
Non-accelerated filer	~~[X]~~☒	Smaller reporting company	~~[X]~~☒
		Emerging growth company	~~[ ]~~☐

PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements:	3
	a) Condensed Consolidated Balance Sheets as of January 31, ~~2021~~2022 (unaudited) and July 31, ~~2020~~2021	3
	b) Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2022 and 2021 ~~and 2020~~ (unaudited)	4
	c) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended January 31, 2022 and 2021 ~~and 2020~~ (unaudited)	5
	d) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended January 31, 2022 and 2021 ~~and 2020~~ (unaudited)	6
	e) Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2022 and 2021 ~~and 2020~~ (unaudited)	8
	f) Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2726
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35
PART II—OTHER INFORMATION		3635
Item 1.	Legal Proceedings	3635
Item 1A.	Risk Factors	3635
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	3637
SIGNATURES		3738

~~3565 GENERAL ATOMICS COURT, SUITE 100~~		~~92121~~
~~SAN DIEGO, CA~~

	January 31, 2021			July 31, 2020			January 31, 2022			July 31, 2021
	(Unaudited)						(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	60,330,571		$	20,354,462		$	25,230,993		$	45,951,233
Prepaid expenses and other current assets		2,273,201			2,467,223			2,696,899			3,228,191
Total Current Assets		62,603,772			22,821,685			27,927,892			49,179,424
Property and equipment, net		718,073			814,494			1,071,001			928,821
Intangible assets, net		483,353			-			413,471			448,412
Operating lease right-of-use assets		5,869,984			5,948,224			5,149,229			5,445,744
Other long-term assets		331,319			319,058			527,733			273,523
Total Assets	$	70,006,501		$	29,903,461		$	35,089,326		$	56,275,924

Liabilities and Stockholders’ Equity

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	8,850,352		$	7,923,036		$	3,454,209		$	5,561,645
Accrued compensation related		369,168			285,127			582,842			320,655
Operating lease liabilities		784,371			500,357			1,037,252			845,483
Notes payable		797,674			969,509
Note payable								497,223			1,234,133
Total Current Liabilities		10,801,565			9,678,029			5,571,526			7,961,916
Operating lease liabilities, net of current portion		5,739,873			5,874,442			4,702,622			5,238,207
Liability under co-promotion agreement - related party		5,000,000			-			5,000,000			5,000,000
Notes payable, net of current portion		322,244			480,554
Total Liabilities		21,863,682			16,033,025			15,274,148			18,200,123

Commitments and Contingencies (Note 8)								-			-

Stockholders’ Equity
Common stock authorized - 100,000,000 and 100,000,000 common shares with a par value of $0.0001 as of January 31, 2021 and July 31, 2020, respectively, common stock issued and outstanding — 36,491,976 and 23,054,474 common shares as of January 31, 2021 and July 31, 2020, respectively		3,649			2,305
Common stock authorized – 100,000,000 common shares with a par value of $0.0001 as of January 31, 2022 and July 31, 2021, common stock issued and outstanding – 39,349,269 and 39,152,610 common shares as of January 31, 2022 and July 31, 2021, respectively								3,935			3,916
Additional paid-in capital		274,633,208			214,789,808			287,539,711			286,337,291
Warrants issued and outstanding – 2,221,315 and 3,114,288 warrants as of January 31, 2021 and July 31, 2020, respectively		4,330,949			5,708,127
Accumulated other comprehensive loss		(285,323	)		(19,504	)
Warrants issued and outstanding – 1,706,190 warrants as of January 31, 2022 and July 31, 2021								3,591,734			3,591,734
Accumulated other comprehensive income (loss)								173,874			(79,109	)
Accumulated deficit		(230,539,664	)		(206,610,300	)		(271,494,076	)		(251,778,031	)
Total Stockholders’ Equity		48,142,819			13,870,436			19,815,178			38,075,801
Total Liabilities and Stockholders’ Equity	$	70,006,501		$	29,903,461		$	35,089,326		$	56,275,924

													January 31, 2022			January 31, 2021			January 31, 2022			January 31, 2021
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	January 31, 2021			January 31, 2020			January 31, 2021			January 31, 2020			January 31, 2022			January 31, 2021			January 31, 2022			January 31, 2021
Revenue	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Expenses:
Research and development		8,915,381			6,055,218			18,714,740			11,485,031			6,825,540			8,915,381			13,471,311			18,714,740
General and administrative		2,110,696			7,468,375			5,351,429			11,886,660			2,590,893			2,110,696			5,860,616			5,351,429
Loss from operations		(11,026,077	)		(13,523,593	)		(24,066,169	)		(23,371,691	)		(9,416,433	)		(11,026,077	)		(19,331,927	)		(24,066,169	)
Other (expense) income, net		(440	)		46,768			(1,063	)		128,697
Other expense, net														(2,583	)		(440	)		(4,594	)		(1,063	)
Interest expense		(4,722	)		(78	)		(10,856	)		(1,070	)		(5,382	)		(4,722	)		(13,427	)		(10,856	)
Foreign currency exchange gain (loss), net		328,592			(154,672	)		151,674			(147,995	)		(480,072	)		328,592			(363,147	)		151,674
Loss before income taxes		(10,702,647	)		(13,631,575	)		(23,926,414	)		(23,392,059	)		(9,904,470	)		(10,702,647	)		(19,713,095	)		(23,926,414	)
Income tax expense		1,450			2,450			2,950			2,450			2,950			1,450			2,950			2,950
Net loss	$	(10,704,097	)	$	(13,634,025	)	$	(23,929,364	)	$	(23,394,509	)	$	(9,907,420	)	$	(10,704,097	)	$	(19,716,045	)	$	(23,929,364	)
Basic and diluted net loss per common share	$	(0.37	)	$	(1.27	)	$	(0.86	)	$	(2.19	)	$	(0.25	)	$	(0.37	)	$	(0.50	)	$	(0.86	)
Weighted average shares used in computing basic and diluted net loss per common share		28,676,719			10,712,022			27,723,948			10,680,281			39,314,860			28,676,719			39,246,095			27,723,948

	Common Stock				Additional Paid-In			Warrants				Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Shares		Amount		Loss			Deficit			Equity
Balance, July 31, 2021		39,152,610	$	3,916	$	286,337,291			1,706,190	$	3,591,734	$	(79,109	)	$	(251,778,031	)	$	38,075,801
Stock-based compensation expense		52,659		5		956,569			—		—		—			—			956,574
Tax withholdings paid on equity awards		—		—		(33,005	)		—		—		—			—			(33,005	)
Tax shares sold to pay for tax withholdings on equity awards		—		—		32,385			—		—		—			—			32,385
Common stock issued for services		12,500		1		42,499			—		—		—			—			42,500
Exercise of common stock options		130,000		13		202,787			—		—		—			—			202,800
Common stock issued for employee stock purchase plan		1,500		—		1,185			—		—		—			—			1,185
Other comprehensive income		—		—		—			—		—		252,983			—			252,983
Net loss		—		—		—			—		—		—			(19,716,045	)		(19,716,045	)
Balance, January 31, 2022		39,349,269	$	3,935	$	287,539,711			1,706,190	$	3,591,734	$	173,874		$	(271,494,076	)	$	19,815,178

Computers and equipment:		3 to 10 years
Computer software:		1 to 3 years
Leasehold improvements:		Shorter of lease period or useful life

	●	the asset’s ability to continue to generate income from operations and positive cash flow in future periods;

	●	loss of legal ownership or title to the asset(s);

	●	significant changes in the Company’s strategic business objectives and utilization of the asset(s); and

	●	the impact of significant negative industry or economic trends.

●	●	Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

●	●	Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities.

●	●	Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

					For the Three and Six Months Ended		For the Three and Six Months Ended
	For the Three and Six Months Ended January 31, 2021		For the Three and Six Months Ended January 31, 2020		January 31, 2022		January 31, 2021
Stock options		2,359,604		15,000		2,436,059		2,359,604
Restricted stock units		19,332		47,998		89,985		19,332
Warrants		2,221,315		3,114,288		1,706,190		2,221,315
Total		4,600,251		3,177,286		4,232,234		4,600,251

2021	$	34,941
2022		69,882
				Jan 31,2022
Years ending July 31,
2022 – the remainder of the fiscal year			$	34,942
2023		69,882		69,882
2024		69,882		69,882
2025		69,882		69,882
2026				69,882
Thereafter		168,884		99,001
Total	$	483,353	$	413,471

Years ending July 31,
2021 (remainder of fiscal year)	$	167,174
2022		952,744
Total	$	1,119,918

	●	● The unamortized compensation costs associated with the time-vesting options was expensed ~~on the date of acceleration, which was approximately $1.2 million and $0.1 million for the employees and directors, respectively.~~

	●	Upon modification, it is required under ASC 718 to analyze the fair value of the instruments, before and after the modification, recognizing additional compensation cost for any incremental value. The Company computed the fair value of the award immediately prior to the modification and compared the fair value to that of the modified award. Since the value of the awards were less after the modification as compared to immediately prior to the modification, no additional compensation expense was recorded.

	●	The Company entered into Stock Option Cancellation Agreements (the “Cancellation Agreements”) with certain executive officers, directors and other senior level employees of the Company, pursuant to which such individuals (the “Senior Level Option Holders”) agreed to the voluntary surrender and cancellation of certain previously granted stock options (the “Cancelled Options”) to purchase in the aggregate 699,140 shares of the Company’s common stock. Under the terms of the Cancellation Agreements, each Senior Level Option Holder and the Company acknowledged and agreed that the surrender and cancellation of the Cancelled Options was without any expectation on the part of each Senior Level Option Holder to receive, and without any obligation on the Company to pay or grant, any cash, equity awards or other consideration presently or in the future with respect to the Cancelled Options.

	●	The Company cancelled outstanding common stock options held by employees and consultants other than the Senior Level Option Holders, pursuant to which such individuals were previously granted stock options to purchase in the aggregate 179,394 shares of the Company’s common stock, for aggregate cash consideration of approximately $26,000.

	●	A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation is recognized at the cancellation date.

	●	The amount of cash paid to settle an equity-classified award is charged directly to equity as long as that amount is equal to or less than the fair-value-based measure of the award on the settlement date. To the extent that the settlement consideration exceeds the fair-value-based measure of the equity-classified award on the settlement date, that difference is recognized as additional compensation cost. The cash paid to settle employee and consultant equity-classified awards, other than the Senior Level Option Holders, was less than the fair-value-based measure of the award on the settlement date. The approximately $26,000 in cash paid to settle the equity-classified awards was charged directly to additional paid in capital.

	Six Months Ended January 31, 2021			Six Months Ended January 31, 2020			Six Months Ended January 31, 2022			Six Months Ended January 31, 2021
Expected term (years)		5.00–6.50 years			5.00–6.50 years			5.00 – 6.00 years			5.00 – 6.50 years
Risk-free interest rate		0.27 -0.65	%		1.35 – 1.70	%		0.69 – 1.30	%		0.27 – 0.65	%
Volatility		85.31 – 88.95	%		80.93 –83.66	%		86.98 – 90.74	%		85.31 – 88.95	%
Dividend yield		0	%		0	%		0	%		0	%

				Weighted
				Average
				Exercise
	Options			Price
Outstanding - July 31, 2020		1,442,856		$	1.65
Granted		1,237,251		$	3.79
Exercised		(158,248	)	$	1.65
Forfeited/Cancelled		(162,255	)	$	3.58
Outstanding - January 31, 2021		2,359,604		$	2.64
Outstanding and expected to vest – January 31, 2021		2,359,604		$	2.64
Exercisable – January 31, 2021		1,405,282		$	1.97

	Options			Weighted Average Exercise Price		Weighted - average Remaining Contract (in years)		Aggregate Intrinsic Value ($000)
Outstanding - July 31, 2021		3,111,642		$	3.27
Granted		48,400		$	1.76
Exercised		(130,000	)	$	1.56
Forfeited/Cancelled		(593,983	)	$	3.75
Outstanding - January 31, 2022		2,436,059		$	3.22		8.7	$	-
Exercisable - January 31, 2022		1,877,040		$	3.07		8.6	$	-

	RSUs			Weighted Average Grant Date Fair Value
Nonvested - July 31, 2021		442,749		$	3.24
Vested		(52,659	)	$	3.35
Forfeited/Cancelled		(300,105	)	$	3.16
Nonvested - January 31, 2022		89,985		$	3.43

	●	~~15%~~15% of the share price of an unvested share at the beginning of the offering period,
	●	~~85%~~85% of the fair market value of a six-month call on the unvested share aforementioned, and
	●	~~15%~~15% of the fair market value of a six-month put on the unvested share aforementioned.


Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan)			~~2,359,604~~2,436,059
Common Stock reserved for restricted stock unit release			~~19,332~~89,985
Common Stock authorized for future grant under the 2011 Plan			~~841,905~~1,569,829
Common Stock reserved for warrant exercise			~~2,221,315~~1,706,190
~~Commons~~Shares issuable under CGP and Sirtex stock purchase agreements (Note 6)			1,924,001
Common Stock reserved for future ESPP issuance			~~31,871~~28,294
Total Common Stock reserved for future issuance			~~5,474,027~~7,754,358

Operating Leases:
Operating lease right-of-use assets	$	5,869,984	$	5,149,229
Operating Leases:
Current portion included in current liabilities	$	784,371	$	1,037,252
Long-term portion included in non-current liabilities		5,739,873		4,702,622
Total operating lease liabilities	$	6,524,244	$	5,739,874

	As of January 31, ~~2021~~2022
Weighted-average remaining lease term		~~5.5~~4.5 years

Weighted-average discount rate		~~9.94~~9.96	%

Years ending July 31,
2022 – the remainder of the fiscal year	$	777,389
2023		1,585,224
2024		1,539,142
2025		1,516,126
2026		1,533,882
Thereafter		240,688
Total minimum lease payments		7,192,451
Less: Imputed interest		(1,452,577	)
Total	$	5,739,874

Years ending July 31,
2021	$	755,898
2022		1,418,580
2023		1,585,224
2024		1,539,142
2025		1,516,126
Thereafter		1,774,569
Total minimum lease payments		8,589,539
Less: Imputed interest		(2,065,295	)
Total	$	6,524,244

	January 31, 2021			January 31, 2020			$ Change			% Change			January 31, 2022			January 31, 2021			$ Change			% Change
Revenue	$	-		$	-		$	-			-		$	-		$	-		$	-			-
Expenses
Research and development		8,915,381			6,055,218			2,860,163			47			6,825,540			8,915,381			(2,089,841	)		(23	)
General and administrative		2,110,696			7,468,375			(5,357,679	)		(72	)		2,590,893			2,110,696			480,197			23
Loss from operations		(11,026,077	)		(13,523,593	)		2,497,516			(18	)		(9,416,433	)		(11,026,077	)		1,609,644			(15	)
Other (expense) income, net		(440	)		46,768			(47,208	)		(101	)
Other expense, net														(2,583	)		(440	)		(2,143	)		487
Interest expense		(4,722	)		(78	)		(4,644	)		5,954			(5,382	)		(4,722	)		(660	)		14
Foreign currency exchange gain (loss), net		328,592			(154,672	)		483,264			(312	)		(480,072	)		328,592			(808,664	)		(246	)
Loss before income taxes		(10,702,647	)		(13,631,575	)		2,928,928			(21	)		(9,904,470	)		(10,702,647	)		798,177			(7	)
Income tax expense		1,450			2,450			(1,000	)		(41	)		2,950			1,450			1,500			103
Net loss	$	(10,704,097	)	$	(13,634,025	)	$	2,929,928			(21	)	$	(9,907,420	)	$	(10,704,097	)	$	796,677			(7	)

	At January 31, 2021		At July 31, 2020		At January 31, 2022		At July 31, 2021
Current assets	$	62,603,772	$	22,821,685	$	27,927,892	$	49,179,424
Current liabilities		10,801,565		9,678,030		5,571,526		7,961,916
Working capital	$	51,802,207	$	13,143,655	$	22,356,366	$	41,217,508

10.1* 3.1		~~Co-Promotion Agreement, dated January 19, 2021,~~Amended and Restated Bylaws of the Company (incorporated by ~~and between OncoSec Medical Incorporated and Sirtex Medical, Inc.†~~reference to Exhibit 3.2 of our Current Report on Form 8-K, filed on December 17, 2021)

31.1* 10.1*		OncoSec Medical Incorporated 2015 Employee Stock Purchase Plan

31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instant Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

ONCOSEC MEDICAL INCORPORATED

By:	/s/ Kevin Smith
	Kevin Smith
	Interim President and Chief Executive Officer
	(Interim Principal Executive Officer)

Dated: March 15, 2022

By:	/s/ ~~Daniel J. O’Connor~~George Chi
	~~Daniel J. O’Connor~~George Chi
	~~President &~~ Chief ~~Executive~~Financial Officer
	((Principal ~~Executive Officer)~~Financial Officer)

Dated: March ~~12, 2021~~15, 2022

~~By:~~	~~/s/ Robert J. DelAversano~~
	~~Robert J. DelAversano~~
	~~Principal Accounting Officer & Controller~~

~~Dated: March 12, 2021~~