OncoSec Announces $3.0 Million Private Placement Transaction

SAN DIEGO, June 21, 2011 /PRNewswire/ -- OncoSec Medical Incorporated (OTCBB: ONCS), which is developing its advanced-stage ElectroOncology therapies to treat solid tumor cancers, announced today that it has entered into definitive agreements with institutional investors to purchase $3 million of securities in a private placement transaction.  OncoSec has agreed to sell to institutional investors an aggregate of 4,000,000 shares of its common stock at $0.75 per share.  Additionally, investors will receive Series A Warrants to purchase up to 4,000,000 shares of common stock at an exercise price of $1.20 per share for a term of five years, Series B Warrants to purchase up to 4,000,000 shares of common stock at an exercise price of $0.75 per share for a term of between eight and nineteen months, and Series C Warrants that vest proportionally upon exercise of the Series B Warrants and provide the holder with the right to purchase up to 4,000,000 shares of common stock at an exercise price of $1.20 per share for a term of five years. In connection with the transaction, within 30 days of the closing, OncoSec has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares issued at closing and the shares of common stock issuable upon exercise of the warrants.

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The gross proceeds of the offering are expected to be $3 million and net proceeds, after deducting the placement agent's fee and estimated offering expenses payable by OncoSec, are expected to be approximately $2.79 million.

OncoSec intends to use proceeds from the offering for further development of its ElectroOncology therapies to treat cancers, clinical studies, and general corporate purposes.  

"We have assembled a team of experts and laid the groundwork to initiate three Phase II clinical studies for our ElectroImmunotherapy treatment platform using DNA IL-12 in melanoma and other cancer targets. This financing enables us to execute our plan to launch these studies in the second half of 2011, as well as initiate the development plans for our ElectroChemotherapy treatment platform," said Punit Dhillon, President and CEO.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ:RODM), acted as the lead placement agent for the transaction.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws. The offering is expected to close by June 24, 2011, subject to customary closing conditions.

About OncoSec Medical Inc.

Oncosec Medical (OTCBB: ONCS) develops novel ElectroOncology therapies that combine its proprietary electroporation delivery technology with a chemotherapeutic or novel DNA-based immunotherapeutics. Targeted local delivery of these agents is designed to achieve selective destruction of cancerous tumors while sparing healthy normal tissue, resulting in improved functional, cosmetic and quality of life outcomes. These therapies have achieved validating safety and efficacy data in early and late stage clinical studies of over 400 cancer patients. OncoSec's clinical programs include three Phase II clinical trials. More information is available at www.oncosec.com.

This press release contains forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered such "forward looking statements." Forward looking statements are based on management's current preliminary expectations and are subject to risks and uncertainties which may cause our results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include, without limitation, the satisfaction of the closing conditions and our dependence on the investors' commitments to fulfill their obligations in connection with our private placement financing, our ability to acquire, develop or commercialize new products, uncertainties inherent in pre-clinical studies and clinical trials, unexpected new data, safety and technical issues, competition and market conditions. These and additional risks and uncertainties are more fully described in OncoSec's filings with the Securities and Exchange Commission. Undue reliance should not be placed on forward looking statements which speak only as of the date they are made. OncoSec disclaims any obligation to update any forward looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

SOURCE OncoSec Medical Incorporated