Exhibit 4.3


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


When used herein, the terms “we,” “our,” and
“us” refer to OncoSec Medical Incorporated


 


DESCRIPTION
OF CAPITAL STOCK


 


General


 


Pursuant to our articles of incorporation,
we are currently authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. As of October 29, 2021, there
were 39,202,590 shares of our common stock outstanding.


 


Common Stock


 


Voting Rights


 


The outstanding shares of our
common stock are fully paid and non-assessable. Holders of our common stock are entitled to one vote, in person or by proxy, for each
share held of record on all matters submitted to a vote of the stockholders. Except as otherwise provided by applicable law, holders of
our common stock are not entitled to cumulative voting of their shares in elections of directors.


 


Dividends


 


Subject to the provisions of applicable
law, including the Nevada Revised Statutes, the holders of shares of our common stock are entitled to receive, when and as declared by
the board of directors, dividends or other distributions (whether payable in cash, property, or securities of OncoSec) out of the assets
of OncoSec legally available for such dividends or other distributions. We have never paid cash dividends on our common stock. Moreover,
we do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. We intend to use all available cash
and liquid assets in the operation and growth of our business. Any future determination about the payment of dividends will be made at
the discretion of our board of directors and will depend upon our earnings, if any, capital requirements, operating and financial conditions
and on such other factors as our board of directors deems relevant.


 


Other Rights


 


No stockholder of OncoSec has
any preemptive right under our articles of incorporation to subscribe for, purchase, or otherwise acquire shares of any class or series
of capital stock of OncoSec. The shares of our common stock are not subject to redemption by operation of a sinking fund or otherwise.
In the event of any liquidation, dissolution, or winding up of OncoSec, subject to the rights, if any, of the holders of other classes
of our capital stock, the holders of shares of our common stock are entitled to receive any of our assets available for distribution to
our stockholders ratably in proportion to the number of shares held by them.


 


Our common stock is listed on
the NASDAQ Capital Market under the symbol “ONCS”.


 


Liability and Indemnification of Directors and
Officers


 


The Nevada Revised Statutes provide
us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good
faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or
officer must not have had reasonable cause to believe his/her conduct was unlawful.


 



    	 



     


     


Under applicable sections of the
Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes
he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the standards.


 


Our bylaws include an indemnification
provision under which we must indemnify any of our directors or officers, or any of our former directors or officers, to the full extent
permitted by law. We have also entered into indemnification agreements with each of our directors and officers under which we must indemnify
them to the full extent permitted by law. If Section 2115 of the California Corporations Code is applicable to us, certain laws of California
relating to the indemnification of directors, officer and others also will govern.


 


At present, there is no pending
litigation or proceeding involving any of our directors or officers for which indemnification is sought, nor are we aware of any threatened
litigation that is likely to result in claims for indemnification. We also maintain insurance policies that indemnify our directors and
officers against various liabilities, including liabilities arising under the Securities Act, which may be incurred by any director or
officer in his or her capacity as such.


 


Insofar as indemnification for
liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against
such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of ours in successful
defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act and will
be governed by the final adjudication of such issue.


 


Anti-Takeover Provisions of Nevada State Law


 


Some features of the Nevada Revised
Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids for control of us
or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market
price for their shares of common stock as a result of a takeover bid.


 


Acquisition of Controlling Interest


 


The Nevada Revised Statutes contain
provisions governing acquisition of a controlling interest (an interest of 20% or greater) of a Nevada corporation which has 200 or more
stockholders of record, 100 of whom have a Nevada address. These provisions provide generally that any person or entity that acquires
a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired
shares, unless certain criteria are satisfied. As of October 29, 2021, we have less than 200 stockholders of record, as such these
provisions are not currently applicable. Furthermore, our amended and restated bylaws provide that these provisions will not apply to
us or to any existing or future stockholder or stockholders.


 


Combination with Interested Stockholder


 


The Nevada Revised Statutes contain
provisions governing the combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder.
These provisions may have the effect of delaying or making it more difficult to affect a change in control of our company. As of October
29, 2021, we have less than 200 stockholders of record. As such, we are not currently affected by the provisions of the Nevada
Revised Statutes as described below.


 



    	 



     


     


A corporation affected by these
provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unless
the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. Generally, if
approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval
of the board of directors before the person became an interested stockholder or a majority of the voting power held by disinterested stockholders,
or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of:


 


	 	●	the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher;
	 	 	 
	 	●	the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or
	 	 	 
	 	●	if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.


 


Generally, these provisions define
an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power of the outstanding
voting shares of a corporation, and define combination to include any merger or consolidation with an interested stockholder, or any sale,
lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder
of assets of the corporation having:


 


	 	●	an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;
	 	 	 
	 	●	an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or
	 	 	 
	 	●	representing 10% or more of the earning power or net income of the corporation.


 


Articles of Incorporation and Bylaws


 


There are no provisions in our
articles of incorporation or our amended and restated bylaws that would delay, defer or prevent a change in control of our company and
that would operate only with respect to an extraordinary corporate transaction involving our company or any of our subsidiaries, such
as merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.


 


Transfer Agent


 


The transfer agent for our common
stock is Nevada Agency and Transfer Company. The transfer agent’s address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501.


 


DESCRIPTION
OF WARRANTS


 


General


 


We may issue warrants for the
purchase of our debt securities or common stock, or any combination thereof, in one or more series together with other securities or separately.


 


DESCRIPTION
OF DEBT SECURITIES


 


We may offer debt securities which
may be senior, subordinated or junior subordinated and may be convertible. The terms of the debt securities will include those stated
in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the
indenture. We have filed a copy of the form of indenture as an exhibit to our Form S-3 Registration Statement on June 23, 2020. The indenture
will be subject to and governed by the terms of the Trust Indenture Act of 1939.


 



    	 



     


     


Debt Securities


 


The aggregate principal amount
of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more series as may
be authorized from time to time pursuant to a supplemental indenture entered into between us and the trustee or an order delivered by
us to the trustee.


 


General


 


One or more series of debt securities
may be sold as “original issue discount” securities. These debt securities would be sold at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series
of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.


 


United States federal income tax
consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.


 


Debt securities may be issued
where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices,
equity indices or other factors. Holders of such debt securities may receive a principal amount or a payment of interest that is greater
than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies,
commodities, equity indices or other factors.


 


The term “debt securities”
includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable
currency or units based on or relating to foreign currencies. We expect most debt securities to be issued in fully registered form without
coupons and in denominations of $2,000 and any integral multiples thereof.


 


Global Securities


 


The debt securities of a series
may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary
identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form.
Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except
as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such
successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations
upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.


 


Governing Law


 


The indenture and the debt securities
shall be construed in accordance with and governed by, the laws of the State of New York.


 


DESCRIPTION
OF UNITS


 


We may issue units composed of
any combination of our common stock, warrants and debt securities. We will issue each unit so that the holder of the unit is also the
holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date.


 


We may evidence units by unit
certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one or more unit agents.
If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent in connection with the units
and will not assume any obligation or relationship of agency or trust for or with any registered holders of units or beneficial owners
of units. We will indicate the name and address and other information regarding the unit agent in the applicable prospectus supplement
relating to a particular series of units if we elect to use a unit agent.