UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



(Mark
One)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended July 31, 2020



OR



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from _________ to _________.



Commission
file number 000-54318



ONCOSEC
MEDICAL INCORPORATED

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                                                  |  | 98-0573252                                                                                      
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S.
                                         Employer
        Identification
        Number)



|24
    North Main Street |  |      
|------------------------ |  | -----
|Pennington,
    NJ       |  | 08534



|3565
    General Atomics Court, Suite 100    |  |               
|-------------------------------------------- |  | --------------
|San
    Diego, CA                            |  | 92121         
|(Address
    of principal executive offices) |  | (Zip
    Code)



(855)
662-6732

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Class                            |  | Trading
        Symbol |  | Name
    of Exchange on which Registered:
|--------------------------------------------- |  | ---------------------- |  | -----------------------------------------
|Common
    Stock, par value $0.0001 per share |  | ONCS                   |  | Nasdaq
    Capital Market                



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  
] No [X]



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, if any, every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post 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.



|Large
    accelerated filer [  ] |  | Accelerated
    filer [  ]       
|-------------------------------- |  | ---------------------------------
|                                 |  |                                  
|Non-accelerated
    filer [X]    |  | Smaller
    reporting company [X]
|                                 |  |                                  
|                                 |  | Emerging
    growth company [  ] 



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
aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of January 31, 2020,
the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $17,729,615,
computed by reference to the price at which the registrant’s common stock was last sold on such date, as reported by the
Nasdaq Capital Market. Shares of common stock held by the registrant’s officers and directors and holders of 10% or more
of the outstanding shares of the registrant’s common stock have been excluded from this calculation because such persons
may be deemed to be affiliates of the registrant; however, this determination of affiliate status is not, and shall not be considered,
a determination of affiliate status for any other purpose.



As
of November 30, 2020, there were 27,964,149 outstanding shares of the Company’s common stock.



DOCUMENTS
INCORPORATED BY REFERENCE



None.






















EXPLANATORY
NOTE



This
Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020 (“Amendment No.
1”), as filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2020 (the “Original
Filing”), is being filed to provide the information required pursuant to Items 10, 11, 12, 13 and 14 of Part III of Form
10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which
provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the
election of directors if such definitive proxy statement is filed with the SEC within 120 days after fiscal year end.



Pursuant
to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 amends the Original Filing and
contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.



Except
as stated herein, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing and does not
amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing, including any amendments
to those filings.











TABLE
OF CONTENTS



|PART III                                                                                                | 3 
|------------------------------------------------------------------------------------------------------- | --
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 3 
|ITEM 11. EXECUTIVE COMPENSATION                                                                         | 10
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 16
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 19
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 20
|                                                                                                        |   
|PART IV                                                                                                 | 20
|ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.                                                   | 20
|                                                                                                        |   
|SIGNATURES                                                                                              | 23



2









PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The
information below sets forth the principal occupation or employment and principal business of the employer, if any, of each of
our directors, as well as his or her position(s) and tenure with the Company, age, other directorships and other business experience
and qualifications, as well as each director’s specific experience, qualifications, attributes and skills.



|Name                    |  | Position
    with the Company                       |  | Age |    | Served
                                         as a Director
                                         Since
|----------------------- |  | --------------------------------------------------- |  | --- | -- | ------------------------------------------------------------------------------------------------------------
|Dr. Margaret Dalesandro |  | Chair of the Board                                  |  |     | 73 |                                                                                                             
|Daniel J. O’Connor      |  | President, Chief Executive Officer and
    Director |  |     | 56 |                                                                                                             
|Dr. James M. DeMesa     |  | Director                                            |  |     | 62 |                                                                                                             
|Joon Kim                |  | Director                                            |  |     | 54 |                                                                                                             
|Dr. Herbert Kim Lyerly  |  | Director                                            |  |     | 62 |                                                                                                             
|Kevin R. Smith          |  | Director                                            |  |     | 49 |                                                                                                             
|Robert E. Ward          |  | Director                                            |  |     | 63 |                                                                                                             
|Dr. Yuhang Zhao         |  | Director                                            |  |     | 55 |                                                                                                             
|Chao Zhou               |  | Director                                            |  |     | 31 |                                                                                                             



Dr.
Margaret Dalesandro was appointed to our Board in April 2019. Dr. Dalesandro is currently a pharmaceutical development consultant
with Brecon Pharma Consulting LLC and has over twenty-five years of experience leading strategic product development in the pharmaceutical,
biotechnology and diagnostics industries. She has previously served as a Business Director of Integrative Pharmacology at Corning,
Incorporated, as a Vice President of Project, Portfolio and Alliance Management at ImClone Systems Inc., as an Executive Director
of Project and Portfolio Management at GlaxoSmithKline, and as a Senior Consultant at Cambridge Pharma Consultancy over the course
of her career. Dr. Dalesandro earned her Ph.D. in Biochemistry from Bryn Mawr College and completed a NIH Post-Doctoral Fellowship
in Molecular Immunology at the Wake Forest University School of Medicine. Dr. Dalesandro’s extensive experience and expertise
in the biopharmaceuticals industry are the primary qualifications the Board considered in nominating her as a director of the
Company.



Daniel
J. O’Connor, J.D. has served on our Board since September 2017, was appointed as our Chief Executive Officer in November
2017, and our President in May 2018. Most recently, Mr. O’Connor served as President, Chief Executive Officer, Director
at Advaxis, Inc., a cancer immunotherapy company, from 2013 to 2017. Prior to that, Mr. O’Connor was Senior Vice President
and General Counsel for Bracco Diagnostics, a diagnostic imaging company, from 2008 until 2012; Senior Vice President, General
Counsel and Secretary for ImClone Systems, a biopharmaceutical company, from 2002 until 2008; and General Counsel at PharmaNet
(formerly inVentiv Clinical Health, today Syneos Health), a clinical research organization, from 1998 until 2001.



3









Mr.
O’Connor is a 1995 graduate of the Pennsylvania State University’s Dickinson School of Law in Carlisle, Pennsylvania
and had previously served as a Trusted Advisor to its Dean. He graduated from the United States Marines Corps Officer Candidate
School in 1988 and was commissioned as an officer in the U.S. Marines, attaining the rank of Captain while serving in Saudi Arabia
during Operation Desert Shield. Mr. O’Connor is currently the Vice Chairman of the Board of the Trustees of BioNJ. In October
2017, Mr. O’Connor was appointed to the New Jersey Biotechnology Task Force by Governor Christie, and he was formerly a
New Jersey criminal prosecutor in Somerset County.



Mr.
O’Connor has extensive experience leading companies in capital-raising transactions, mergers and acquisitions and establishing
partnerships with leaders in the pharmaceutical industry. In addition, his experience with biotechnology companies has provided
him with expertise in the clinical development, launch and commercialization of drug candidates. This experience and expertise
are the primary qualifications the Board considered in nominating him as a director of the Company.



Dr.
James M. DeMesahas served on our Board since February 2011. Dr. DeMesa is currently CEO of Emerald Health Pharmaceuticals
Inc., a pharmaceutical development company, and a director of Induce Biologics, a regenerative medicine company. In 2008, Dr.
DeMesa retired from his role as President, Chief Executive Officer and director of Migenix Inc., a publicly traded biotechnology
company. From 1997 to 2001, he was President, Chief Executive Officer and director of GenSci Regeneration Sciences Inc., (now
part of Integra LifeSciences, NASD: IART), a publicly-traded biotechnology company. From 1992 to 1997, Dr. DeMesa was Vice President,
Medical and Regulatory Affairs at Biodynamics International, Inc. (now part of RTI Surgical, NASD: RTIX), a surgical implant company,
and from 1989 to 1992 he was Vice President, Medical and Regulatory Affairs of Bentley Pharmaceuticals (now part of Teva Pharmaceuticals),
a multinational pharmaceutical company. Dr. DeMesa is a co-founder of CommGeniX, a medical communications company, and MedXcel,
a medical education company. Dr. DeMesa was formerly a practicing physician until 1989. Dr. DeMesa attended the University of
South Florida where he received his B.A. (Chemistry), M.D., and M.B.A. degrees and completed his medical residency at the University
of North Carolina. He is the author of two books and speaks regularly to companies and organizations throughout North America.



Dr.
DeMesa has served as a senior executive with several international pharmaceutical and biotech companies, and provides the Board
with extensive experience in the areas of corporate management, regulatory affairs and pre-clinical and clinical pharmaceutical
product development. We believe that Dr. DeMesa is qualified to serve on our Board due to his leadership and management experience,
his service as an executive of biopharmaceutical companies and his knowledge of our business and industry.



Mr.
Joon Kim has served on our Board since December 2018. Mr. Kim is an accomplished litigator and criminal law attorney with
extensive experience in both criminal and civil litigation matters. As a partner in Lee & Ko’s International Litigation
and Dispute Resolution and White Collar Crime Practice Groups, Mr. Kim advises clients, both domestic and international, on a
broad range of litigation and dispute-resolution matters. With a particularly strong background in representing clients in court
proceedings, Mr. Kim has a comprehensive understanding of every stage of the litigation process, including all aspects of initial
investigatory/discovery proceedings, settlement negotiations, hearings, motions, trials, evidentiary issues and the handling of
post-judgment challenges and appeals.



Prior
to joining Lee & Ko, Mr. Kim worked for several years as litigation lawyer and served from 2008 to 2017 as a public prosecutor
in California. Mr. Kim has first-chaired both jury and non-jury trials, and has been trained in all aspects of litigation. During
his time as a public prosecutor, Mr. Kim also had the experience of serving in 2016 as a research fellow in Korea at the Institute
of Justice, under the auspices of the Korean Ministry of Justice, where he worked closely with Korean public prosecutors. Mr.
Kim received his J.D. from Berkeley School of Law and his B.S. from the Berkeley School of Business. Mr. Kim’s experience
and expertise are the primary qualifications for him to serve as a director of the Company.



Dr.
Herbert Kim Lyerly is the George Barth Geller Professor of Cancer Research, Professor of Surgery, Immunology and Pathology,
and Director of the Surgical Sciences Applied Therapeutics section at Duke University, and former Director of the Duke Comprehensive
Cancer Center. He is an internationally-recognized expert in cancer therapy and immunotherapy, has published over 300 scientific
articles and book chapters, and has edited ten textbooks on surgery, cancer immunotherapy and novel cancer therapies. He serves
on the editorial board of 12 scientific journals.



4











Dr.
Lyerly attended the accelerated Biomedical Sciences Program at the University of California, Riverside, followed by the
University of California, Los Angeles School of Medicine, from which he graduated in 1983. Dr. Lyerly trained in surgery,
surgical oncology, and molecular virology at Duke University. He joined the Duke University School of Medicine Faculty in
1990. Dr. Lyerly developed a molecular therapeutics program and cancer immunotherapy program, serving as the principal
investigator of the Duke Specialized Program of Research Excellence (SPORE) in Breast Cancer and the Comprehensive Cancer
Center Support Grant.



Dr.
Lyerly was appointed in 2008 by President George W. Bush to serve on the National Cancer Advisory Board, which oversees the National
Cancer Institute, where he served until 2014. He has served as Chair of the Cancer Center’s Subcommittee and served on the
Global Health Subcommittee of the National Cancer Advisory Board. He has served on the National Institutes of Health (“NIH”)
Council of Councils, and on the board of the NIH Office of AIDS Research. He has also been a member of the scientific advisory
boards of the Susan G. Komen Foundation and the Burroughs Welcome Foundation. He is a highly sought-after consultant and advisor
and has served on the Cancer Center’s external advisory boards for the M.D. Anderson Cancer Center, University of Michigan,
University of Chicago, University of Alabama, University of Arizona, Boston University and Purdue University. He has served as
an advisor to the University of Washington and Case Western Reserve Clinical and Translational Science Institutes. Dr. Lyerly’s
extensive service of numerous cancer boards and expertise in this industry are the primary qualifications for him to serve as
a director of the Company. He has been involved in multiple biotechnology start-ups, serving as a founder of Argos Therapeutics,
the Chief Medical Officer of Anosys Bioscience, and recently serving as co-founder of Replicate Biosciences.





Kevin
R. Smithis currently the Chief Executive Officer of Sirtex Medical US Holdings, Inc. (“Sirtex”). He combines
more than 20 years of sales and marketing experience in the medical device industry with the keen instincts of an entrepreneur.
Prior to his appointment to CEO, Mr. Smith was Sirtex’s Executive Vice President of Sales & Marketing, Americas. Before
joining Sirtex, Mr. Smith was Executive Vice President of Business Development at Gel-e, Inc., a company based at the University
of Maryland specializing in advanced material hemostasis products. His previous positions include Chief Commercial Officer of
Sensium Healthcare along with Global Vice President of Sales & Marketing at Teleflex, where he was the senior sales and marketing
executive in the company’s cardiac business unit. Mr. Smith holds a Master of Business Administration in Global Management
from the University of Phoenix and a Bachelor of Science in Marketing from the University of Kentucky. Mr. Smith’s leadership
experience, as well as his experience in the marketing and sales sector of the medical device industry, are the primary qualifications
the Board considered in nominating him as a director of the Company.



Robert
E. Wardwas appointed to the Board in November 2018. Mr. Ward formerly served as the Chairman of the Board and Chief Executive
Officer of Eloxx Pharmaceuticals, Inc from December 2017 to February 2020. Mr. Ward was an Independent Director and Chair of the
Governance Committee for Akari Therapeutics from October 2016 to August 2018. Additionally, Mr. Ward served as the Chief Executive
Officer, President and member of the Board of Directors at Radius Health, Inc. from December 2013 to July 2017. During his career
Mr. Ward has held a series of progressive management and executive roles with established companies such as AstraZeneca, NPS Pharmaceuticals,
Schering-Plough (Merck), Pharmacia (Pfizer), Bristol-Myers Squibb and Genentech. Mr. Ward received a B.A. in Biology and a B.S.
in Physiological Psychology, both from the University of California, Santa Barbara, a M.S. in Management from the New Jersey Institute
of Technology and an M.A. in Immunology from The Johns Hopkins University School of Medicine. We believe Mr. Ward is qualified
to serve on our Board because of his service and experience as an executive of a public pharmaceutical company.





Dr.
Yuhang Zhao, a graduate from Peking University, received her Doctorate in Molecular Biology from Rockefeller University and
her MBA in Finance from NYU Stern Business School. Dr. Zhao was most recently a member of the Bayer Global Leadership Circle.
She established one of Bayer’s four Global Clinical Development sites, located in Beijing, China in 2009. She then became
Head of Global Strategy for Bayer Consumer Health, reporting to the President. Prior to her positions in the pharmaceutical industry,
Dr. Zhao held positions as a stock analyst at PaineWebber and was a management consultant specializing in strategies for life
science companies. Dr. Zhao currently serves on the board of R2 Technologies and is a senior adviser to China Grand Enterprises.
This experience and expertise are the primary qualifications the Board considered in nominating Dr. Zhao as a director of the
Company.



5









Chao
Zhou is currently the Executive Deputy Officer of China Grand Pharmaceutical and Healthcare Holdings Limited, a public company
listed on the Hong Kong stock exchange that develops, manufactures and distributes pharmaceutical products and medical devices
to retailers and medical organizations with significant experience in R&D and product commercialization in China. Since 2018,
Mr. Zhou has served on the Board of Directors of Grand Pharma Sphere Pty Ltd, a Singapore based company that indirectly wholly-owns
the Australian based global medical device company, Sirtex Medical Pty. Ltd. Prior to his role as Executive Deputy Officer, Mr.
Zhou served as a Management Director in the Department of Legal Security for China Grand Enterprises, Inc., an investment company
engaged in the operation and management of businesses covering pharmaceuticals and healthcare, commodity trading, real estate
investment, financial service and other sectors. He earned his Bachelor in Law from Ocean University of China and a Master in
International Law from the University of International Business and Economics. We believe that Mr. Zhou is qualified to serve
on our Board due to his extensive commercial experience in the biopharmaceutical industry.



Arrangements
with Members of Our Board



Dr.
Yuhang Zhao, Chao Zhou, and Kevin R. Smith were appointed as directors in February 2020. On February 7, 2020, the Company closed
(the “Closing”) a strategic transaction (the “Transaction”) with Grand Decade Developments Limited, a
direct, wholly-owned subsidiary of 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”). In connection with the Closing, the Company entered into Stockholders Agreements (the “Stockholders
Agreements”) with each of CGP and Sirtex, pursuant to which, among other things, CGP exercised its option to nominate two
(2) members to the Board and Sirtex exercised its option to nominate one (1) director to the Board. Pursuant to the Stockholders
Agreements, CGP nominated Dr. Yuhang Zhao and Chao Zhou to the Company’s Board, and Sirtex nominated Kevin R. Smith to the
Company’s Board. In December 2018, OncoSec appointed Joon Kim as a director to the Board. On August 31, 2018, OncoSec and
Alpha Holdings, Inc. (“Alpha”) entered into a stock purchase agreement (the “Alpha Transaction Agreement”),
pursuant to which OncoSec agreed to issue and sell to Alpha shares of its common stock. Mr. Kim was appointed to the Board in
accordance with the terms of the Alpha Transaction Agreement in conjunction with the closing of the Alpha Transaction in December
2018.



Other
than as described above, there is no arrangement or understanding between any nominee and any other person or persons pursuant
to which any nominee was or is to be selected as a director or director nominee of the Company. There are no family relationships
between any of the director nominees named below or our executive officers.



Set
forth below is information regarding the current executive officers of the Company, including biographical summaries, for each
of our executive officers who are not also members of our Board.



|Name                      |  | Position
    with the Company                   |  | Age |  | Served
                                         as an
        Officer
        Since
|------------------------- |  | ----------------------------------------------- |  | --- |  | -----------------------------------------------------------------------------------
|Robert
    J. DelAversano |  | Principal
    Accounting Officer and Controller |  | 49  |  | January
    2020                                                                   



Robert
J. DelAversanowas appointed our Principal Accounting Officer and Controller in January 2020. Mr. DelAversano is a certified
public account and has over fifteen years of experience in accounting including thirteen years in public accounting. Prior to
this appointment, Mr. DelAversano served as our Executive Director of Finance since 2018 where he had global responsibility for
accounting, external financial reporting, and financial controls covering all aspects of our business. Prior to joining our Company,
Mr. DelAversano was the Director of Financial Reporting and Taxation at Brio Financial Group (“Brio”), where he served
as the firm’s Director of Financial Reporting and Taxation, consulting with various public companies in financial reporting,
internal control development and evaluation, budgeting and forecasting. Prior to joining Brio, Mr. DelAversano was a manager at
Bartolomei Pucciarelli, LLC and oversaw their accounting and tax practice with industry focuses in manufacturing, wholesalers
and medical devices services. In addition, he performed audit services, outsourced chief financial officer functions, and consulted
clients through difficult U.S. Securities and Exchange Commission comment periods, particularly through application of complex
accounting principles for a large public company client base. Mr. DelAversano received a B.S. in Accounting from Rider University.



6









CORPORATE
GOVERNANCE



Role
of the Board



The
primary functions and responsibilities of the Board are to oversee management’s operation of the business and affairs of
the Company, the determination of our objectives and strategies, and the management of our risks. The functions of the Board are
carried out by the full Board and, when delegated, by our Board committees, and each director is a full and equal participant
in the major strategic and policy decisions of the Company. The Board has adopted Corporate Governance Guidelines to assist the
Board and its committees in performing their duties and serving the best interests of the Company and its stockholders. These
Corporate Governance Guidelines are available on our website, located at www.oncosec.com, on the Governance page under the Investors
tab.



Between
August 1, 2019 and July 31, 2020 (“Fiscal Year 2020”), our Board of Directors held 17 meetings and took three actions
by unanimous written consent.



Board
Committees



The
Board has established the following standing committees: Audit Committee, Compensation Committee, and Nominating and Corporate
Governance Committee. The Board may also create additional, temporary committees from time to time, including committees relating
to financings, strategic transactions or other significant corporate matters. The Board has adopted a written charter for each
of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, current copies of which are available
on our website, located at www.oncosec.com, on the Governance page under the Investors tab.



Audit
Committee



The
primary functions of the Audit Committee are, among other things: overseeing our accounting and financial reporting processes
and the audits of our financial statements and internal control over financial reporting; reviewing the policies and procedures
adopted by the Company to fulfill its responsibilities regarding the fair and accurate presentation of financial statements; appointing,
retaining and overseeing the work of our independent registered public accounting firm; reviewing and discussing reports from
our independent registered public accounting firm regarding critical accounting policies and practices, alternative treatments
of financial information and any material written communications between such firm and management; reviewing and discussing with
management and our independent registered public accounting firm the Company’s financial statements and financial disclosures
prior to the filing thereof in any report filed with the SEC; taking appropriate action to oversee and ensure the independence
of our independent registered public accounting firm; and establishing procedures for the confidential and anonymous submission
by our employees of concerns regarding questionable accounting or auditing matters. The Audit Committee met 4 times in Fiscal
Year 2020.



Nasdaq
has established rules and regulations regarding the composition of audit committees and the qualifications of audit committee
members. As a controlled company, we are not required to have a compensation committee composed entirely of independent directors.
However, our Board of Directors has examined the composition of our Audit Committee and the qualifications of our Audit Committee
members in light of the current rules and regulations governing compensation committees. Based upon this examination, our Board
of Directors has determined that each member of our Audit Committee is independent and is otherwise qualified to be a member of
our Audit Committee in accordance with such rules.



Additionally,
the U.S. Securities and Exchange Commission (“SEC”) requires that at least one member of the Audit Committee have
a “heightened” level of financial and accounting sophistication. Such a person is known as the “audit
committee financial expert” under the SEC’s rules. Our Board of Directors has determined that Robert E. Ward is
an “audit committee financial expert,” as the SEC defines that term, and that each member of the Audit Committee
has sufficient knowledge in reading and understanding the Company’s financial statements to serve on such
committee.



7







Compensation
Committee



The
primary functions of the Compensation Committee are, among other things: reviewing and approving compensation programs and arrangements
applicable to our officers; determining the objectives of our executive officer compensation programs, including reviewing and
establishing goals and objectives relevant to Chief Executive Officer compensation, and determining the extent to which they are
achieved and any related compensation earned; administering our incentive compensation and equity-based plans; reviewing management’s
risk assessment regarding the compensation policies and practices of the Company and taking steps to provide that such policies
and practices do not encourage unnecessary or excessive risk-taking; and reviewing and approving director compensation and benefits.
The Compensation Committee met 5 times in Fiscal Year 2020.



While
certain members of senior management, including primarily our Chief Executive Officer, present their views regarding attainment
of business objectives and recommended compensation, the Compensation Committee performs its own independent analysis and makes
final determinations regarding compensation-related matters. Our Chief Executive Officer is not present during the Compensation
Committee’s or the Board’s voting or deliberations regarding his own compensation.



The
Compensation Committee’s charter gives the Compensation Committee the authority, without any approval of the Board or management,
to engage and compensate compensation consultants and other advisors as it deems necessary or desirable to carry out its duties,
including its evaluation of director or executive officer compensation. Pursuant to its charter and in accordance with applicable
NASDAQ and SEC rules, the Compensation Committee would assess the independence of any compensation consultant, including the existence
of any conflicts of interest, prior to any engagement.



In
Fiscal Year 2020, the Compensation Committee engaged Anderson Pay Advisors, LLC, an independent compensation consultant, to review
and evaluate all elements of our executive compensation program. Based on their evaluation, they concluded executive compensation
generally was below market median. Their input may be considered by the Compensation Committee in making future compensation
decisions.



Nasdaq
has established rules and regulations regarding the composition of compensation committees and the qualifications of compensation
committee members. As a controlled company, we are not required to have a compensation committee composed entirely of independent
directors. However, our Board of Directors has examined the composition of our Compensation Committee and the qualifications of
our Compensation Committee members in light of the current rules and regulations governing compensation committees. Based upon
this examination, our Board of Directors has determined that each member of our Compensation Committee is independent and is otherwise
qualified to be a member of our Compensation Committee in accordance with such rules.



Nominating
and Corporate Governance Committee



The
primary functions of the Nominating and Corporate Governance Committee are, among other things: assisting in the identification
of nominees for election to our Board, consistent with qualifications and criteria approved by the Board; determining the composition
of the Board and its committees; recommending to the Board the director nominees for the annual meeting of stockholders; establishing
and monitoring a process of assessing the Board’s effectiveness; developing and overseeing a set of corporate governance
guidelines and procedures; and overseeing the evaluation of the Board and the Company’s management. The Nominating and Corporate
Governance Committee met 3 times in Fiscal Year 2020.



Nomination
of Directors



Our
Nominating and Corporate Governance Committee is responsible for identifying and evaluating individuals qualified to become directors
and recommending these candidates to our Board for nomination or appointment.



8









Director
Qualifications



In
considering potential new directors, the Nominating and Corporate Governance Committee may review individuals from various disciplines
and backgrounds. Among the qualifications to be considered in the selection of candidates are broad experience in business, finance
or administration; familiarity with the Company’s industry; and prominence and reputation. Since prominence and reputation
in a particular profession or field of endeavor are what bring most persons to the Board’s attention, there is further consideration
of whether the individual has the time available to devote to the work of the Board on one or more of its committees. To this
end, our Corporate Governance Guidelines provide that no director is to hold more than four directorships of publicly traded companies,
and no member of our Audit Committee is to sit on the Audit Committee of more than two other publicly traded companies. The Nominating
and Corporate Governance Committee also reviews the activities and associations of each candidate to ensure there is no legal
impediment, conflict of interest or other consideration that might hinder or prevent service on the Board. With respect to the
nomination of continuing directors for re-election, an individual’s past contributions to the Board are also considered.



Other
than the foregoing, there are no stated minimum criteria for director nominees and the Nominating and Corporate Governance Committee
may also consider these factors and any such other factors as it deems appropriate and in the best interests of the Company and
our stockholders. The Nominating and Corporate Governance Committee does, however, recognize that under applicable regulatory
requirements at least one member of the Board should meet the criteria for an “audit committee financial expert” as
defined by SEC rules, at least a majority of the members of the Board must be independent directors under NASDAQ rules or the
standards of any other applicable self-regulatory organization, and the members of certain of our Board committees must satisfy
enhanced independence criteria under applicable NASDAQ and SEC rules. Further, although the Company does not have a formal diversity
policy, the Nominating and Corporate Governance Committee seeks to assemble a Board that brings to the Company a variety of perspectives,
skills, expertise, and sound business understanding and judgment, derived from a broad range of business, professional, governmental,
finance, community and industry experience.



Identification
and Evaluation of Director Nominees



The
Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director.
Potential director candidates may come to the attention of the Nominating and Corporate Governance Committee through current members
of the Board, executive officers, professional search firms, stockholders or others. These candidates are evaluated at regular
or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The
Nominating and Corporate Governance Committee recommends the director nominees to our Board for approval for election at each
annual meeting of stockholders. Under our bylaws, any director appointed by our Board is subject to re-election by our stockholders
at our next annual meeting of stockholders.



Code
of Business Conduct and Ethics



The
Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including
our principal executive officer and principal financial and accounting officer. The Code of Business Conduct and Ethics is available
for review on our website at www.oncosec.com, on the Governance page under the Investors tab, and is also available in print,
without charge, to any stockholder who requests a copy by writing to us at OncoSec Medical Incorporated, 24 N. Main Street, Pennington,
NJ 08534, Attention: Investor Relations. We intend to post on our website any amendments to certain provisions of our Code of
Business Conduct and Ethics or any waivers of any such provisions applicable to any director or principal executive, financial
or accounting officer or persons performing similar functions, to the extent required by applicable NASDAQ or SEC rules.



Delinquent
Section 16(a) Reports



Section
16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our common stock
to file reports of securities ownership and changes in such ownership with the SEC. To our knowledge, based solely on our review
of such reports filed electronically with the SEC or written representations from persons subject to Section 16(a), we believe
that during Fiscal Year 2020, all Section 16(a) reporting requirements applicable to our directors, executive officers and 10%
stockholders were completed in a timely manner, except for (i) a late Form 3 was filed by the following reporting persons: Robert
DelAversano, Kevin Smith, Yuhang Zhao, Chao Zhou, China Grand Pharmaceutical & Healthcare Holdings Ltd, Dr. Herbert Kim Lyerly,
and Kellie Malloy Foerter, and (ii) a late Form 4 was filed by the following reporting persons (each relating to one transaction,
except as noted): James DeMesa, Joon Kim, Dr. Herbert Kim Lyerly, Daniel J. O’Connor (relating to three transactions), Kevin
Smith, Robert Ward, Yuhang Zhao, Margaret Dalesandro, Chao Zhou, Robert DelAversano (relating to three transactions), and Kellie
Malloy Foerter.



9









Family
Relationships



There
are no family relationships among our current directors and executive officers.



ITEM
11. EXECUTIVE COMPENSATION



Summary
Compensation Table



The
following table sets forth the total compensation awarded to, earned by or paid to those individuals who served as our executive
officers during Fiscal Year 2020.



|Name
    and Principal Position                     |  | Fiscal
    Year |  | Salary
    ($) |         |  | Bonus
    ($)(1) |  |         | Stock
    Awards
    ($)(2) |  |  | Option
    Awards
    ($)(2) |  |  | Nonequity Incentive Plan Compensation
                                                                                ($) |         |  | All
    Other Compensation ($)(3) |  |   | Total
    ($) | 
|--------------------------------------------------- |  | --------------- |  | -------------- | ------- |  | ---------------- |  | ------- | --------------------------- |  |  | ---------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------- | ------- |  | --------------------------------- |  | - | ------------- | 
|Daniel
    J. O’Connor                              |  | 2020            |  |                | 513,462 |  |                  |  | 326,993 |                             |  |  | –                            |  |  |                                                                                                                           | 502,086 |  |                                   |  | – |               | 
|President
    and Chief Executive Officer           |  | 2019            |  |                | 453,846 |  |                  |  | 250,000 |                             |  |  | 450,075                      |  |  |                                                                                                                           | –       |  |                                   |  | – |               | 
|Robert
    J. DelAversano                           |  | 2020            |  |                | 202,432 |  |                  |  | 91,557  |                             |  |  | –                            |  |  |                                                                                                                           | 89,319  |  |                                   |  | – |               | 
|Principal
    Accounting Officer and Controller (4) |  | –               |  |                | –       |  |                  |  | –       |                             |  |  | –                            |  |  |                                                                                                                           | –       |  |                                   |  | – |               | 
|Kellie
    Malloy Foerter                           |  | 2020            |  |                | 328,203 |  |                  |  | 146,693 |                             |  |  | –                            |  |  |                                                                                                                           | 283,441 |  |                                   |  | – |               | 
|Former
    Chief Operating Officer (5)              |  | –               |  |                | –       |  |                  |  | –       |                             |  |  | –                            |  |  |                                                                                                                           | –       |  |                                   |  | – |               | 














|(1) | Reflects
    discretionary bonuses approved by the Compensation Committee March 11, 2020. The Compensation Committee determined that it
    would be in the Company’s best interests to pay one-half of the bonuses in cash, and one-half of the bonuses in shares
    of our common stock. (See Compensation Matters below)                                                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Amounts
    represent the aggregate grant date fair value of stock and option awards granted during each period, computed in accordance
    with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Share Based Payments (“FASB
    Topic 718”). For a description of the assumptions and methodologies used to calculate these amounts, see Note 8—Stock-Based
    Compensation to our consolidated financial statements included in the Annual Report filed with the SEC on October 28, 2020.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | Amounts
    for fiscal year include for Mr. O’Connor: health insurance, group term life insurance, 401(k) company match and tax
    preparation; and for Mr. DelAversano and Ms. Foerter: group term life insurance and 401(k) company match.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | Mr.
    DelAversano was appointed as the Company’s Principal Accounting Officer and Controller effective as of January 30, 2020.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | Ms.
    Foerter was appointed as the Company’s Chief Operating Officer effective as of July 27, 2020. Ms. Foerter voluntarily
    resigned from her position effective as of October 16, 2020.                                                                                                                                                                                                                                                                                                                               





10









Outstanding
Equity Awards at Fiscal Year End



The
following table sets forth information regarding equity awards held by the named executive officers as of July 31, 2020:



|                          |  | Option
    Awards(1)                                                     |        | Stock
    Awards(2) |                                                                             
|------------------------- |  | ------------------------------------------------------------------------ | ------ | ------------------- | ----------------------------------------------------------------------------
|Name                      |  | Number
    of Securities Underlying Unexercised Options, Exercisable (#) |        |                     | Number
    of Securities Underlying Unexercised Options, Not Exercisable (#)
|Daniel
    J. O’Connor    |  |                                                                          | 95,000 | (4)                 |                                                                             
|                          |  |                                                                          | —      |                     |                                                                             
|                          |  |                                                                          |        |                     |                                                                             
|Robert
    J. DelAversano |  |                                                                          | 16,875 | (4)                 |                                                                             
|                          |  |                                                                          |        |                     |                                                                             
|Kellie
    Malloy Foerter |  |                                                                          | 40,625 | (4)                 |                                                                             
|                          |  |                                                                          | 7,500  | (5)                 |                                                                             
|                          |  |                                                                          | —      |                     |                                                                             












|(1) | Except
    as otherwise noted, all option awards reflect stock options granted under the Company’s 2011 Stock Incentive Plan (the
    “2011 Plan”) that vest as follows: 25% of the shares subject to the award vested on the date of grant and 1/36th
    of the remaining 75% of the shares subject to the award will vest on each of the 36 monthly anniversaries of the date of grant,
    subject to continuing service by the named executive officer on each vesting date. Additionally, the stock options may vest
    immediately upon a corporate transaction or change in control, as defined in the 2011 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Except
    as otherwise noted, all stock awards reflect restricted stock units granted under the 2011 Plan that vest in full on the three-year
    anniversary of the date of grant. Additionally, the restricted stock units may vest immediately upon a corporate transaction
    or change in control, as defined in the 2011 Plan.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Determined
    by multiplying the unvested portion of the stock awards by $4.20, the closing price of our common stock on July 31, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | Represents
    an option award approved by our Compensation Committee and granted on April 14, 2020, subject to stockholder approval of an
    amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares. Our stockholders approved
    the plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder vests quarterly over
    a three-year period from the date of grant. On August 24, 2020, the Compensation Committee approved the accelerated vesting
    of these awards and the awards were fully vested on such date.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Represents
    an option award granted on July 27, 2020. The options vested 25% on the date of grant and the remainder vests quarterly over
    a two-year period from the date of grant. Ms. Foerter voluntarily resigned from her position effective as of October 16, 2020
    and 22,500 unvested options were forfeited on such date.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | Represents
    a restricted stock unit award granted on December 24, 2018. The units vest as follows: 6,250 units vested on January 31, 2019,
    and the remaining 68,750 units vest in equal quarterly installments of 6,250 units beginning on April 30, 2019 and ending
    on October 31, 2021.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(7) | Represents
    a restricted stock unit award granted outside of the 2011 Plan on October 29, 2018. The units vest as follows: 1,250 units
    vested on October 29, 2018, and the remaining 3,750 units vest in equal annual installments 1,250 units beginning on October
    29, 2019 and ending on October 29, 2021. Ms. Foerter voluntarily resigned from her position effective as of October 16, 2020
    and the 2,500 restricted stock units outstanding on such date were forfeited.                                                                                                                             



11









Compensation
Matters



Bonuses



On
March 11, 2020, the Compensation Committee of the Board of Directors approved the payment of discretionary bonuses to certain
of our employees. In order to conserve cash and improve cash flow, the Compensation Committee determined that it would be in the
Company’s best interests to pay one-half of the bonuses in cash, and one-half of the bonuses in shares of our common stock
to certain employees, including our named executive officers, as follows:



| | (i)   | Mr.
    O’Connor received a cash bonus of $125,000 and 90,580 shares of Company common stock. The number of shares was determined
    by dividing $125,000 by $1.38, the closing price of our common stock on the date the award was approved (March 11, 2020).
     The grant date fair value of the stock award was $201,993, which was determined based on the closing price of our common
    stock ($2.23) on the date the award was granted (May 29, 2020).
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)  | Mr.
    DelAversano received a cash bonus of $35,000 and 25,362 shares of Company common stock. The number of shares was determined
    by dividing $35,000 by $1.38, the closing price of our common stock on the date the award was approved (March 11, 2020). The
    grant date fair value of the stock award was $56,557, which was determined based on the closing price of our common stock
    ($2.23) on the date the award was granted (May 29, 2020). 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii) | Ms.
    Foerter received a cash bonus of $56,000 and 40,580 shares of Company common stock. The number of shares was determined by
    dividing $56,000 by $1.38, the closing price of our common stock on the date the award was approved (March 11, 2020). The
    grant date fair value of the stock award was $90,493, which was determined based on the closing price of our common stock
    ($2.23) on the date the award was granted (May 29, 2020).     



Equity
Awards



The
named executive officers received grants of equity awards in Fiscal Year 2020 as described below.



Daniel
J. O’Connor



On
April 14, 2020, the Compensation Committee approved the grant of 304,000 options to Mr. O’Connor, subject to stockholder
approval of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares. Our stockholders approved
the plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder vests quarterly over a three-year
period from the date of grant. On August 24, 2020, the Compensation Committee approved the accelerated vesting of this award and
the award was fully vested on such date.



Robert
J. DelAversano



On
April 14, 2020, the Compensation Committee approved the grant of 54,000 options to Mr. DelAversano subject to stockholder approval
of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares. Our stockholders approved the
plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder vests quarterly over a three-year
period from the date of grant. On August 24, 2020, the Compensation Committee approved the accelerated vesting of this award and
the award was fully vested on such date.



Kellie
Malloy Foerter



On
April 14, 2020, the Compensation Committee approved the grant of 130,000 options to Ms. Foerter subject to stockholder approval
of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares. Our stockholders approved the
plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder vests quarterly over a three-year
period from the date of grant. On August 24, 2020, the Compensation Committee approved the accelerated vesting of this award and
the award was fully vested on such date.



12







On
July 27, 2020, the Compensation Committee approved the grant of 30,000 options to Ms. Foerter. The options vested 25% on the
date of the grant and the remainder vests quarterly over a two-year period from the date of grant. Ms. Foerter
voluntarily resigned from her position effective as of October 16, 2020 and 22,500 unvested options were forfeited on such
date.



Employment
Agreements



The
following is a description of the employment agreement currently in effect for Mr. O’Connor, our Chief Executive Officer.
We do not have an employment agreement with Mr. DelAversano. Ms. Foerter voluntarily resigned from the Company effective as of
October 16, 2020.



On
November 7, 2017, we entered into an executive employment agreement with Mr. O’Connor, our Chief Executive Officer. The
employment agreement provides for the following, among other things:



| | ● | An
    initial term of three years, subject to certain provisions for automatic renewals thereafter. (on April 17, 2020, the contract
    term was extended an additional two years, subject to certain provisions for automatic renewals thereafter);                                                                                                                                                                                                                                                                             
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ● | An
    initial annual base salary of $400,000 in cash; provided that, subject to certain conditions as described in Mr. O’Connor’s
    employment agreement, Mr. O’Connor may elect on an annual basis to receive all or a portion of such salary in the form
    of shares of our common stock (Mr. O’Connor’s current base salary is $525,000);                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ● | As
    a one-time grant in connection with his appointment as Chief Executive Officer, an appointment stock option award to purchase
    up to 200,000 shares of our common stock. Of the total grant, options on 100,000 shares vested upon stockholder approval and
    options on 100,000 shares will vest over a two-year period from the date of grant. Effective November 18, 2019, Mr. O’Connor
    voluntarily forfeited all of these stock options for no consideration, therefore, no value was realized by Mr. O’Connor;



| | ● | A
    performance stock option award to purchase up to 50,000 shares of our common stock, which is subject to vesting as to 25,000
    of such shares on the date of achievement of 100% enrollment in the first cohort in KEYNOTE-695 and as to the remaining 25,000
    of such shares in one installment on the one-year anniversary of the date of achievement of such enrollment. Effective November
    18, 2019, Mr. O’Connor voluntarily forfeited all of these stock options for no consideration, therefore, no value was
    realized by Mr. O’Connor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | Eligibility
    to receive an annual performance-based bonus, payable in cash or shares of our common stock at the Company’s election,
    in a target amount of 50% of Mr. O’Connor’s then-current annual base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | Eligibility
    to receive additional equity awards at the discretion of the Board or a committee thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | If
    Mr. O’Connor is terminated other than for cause, if we fail to renew his employment agreement after the end of the initial
    term, or if Mr. O’Connor terminates his employment with us for good cause, then he will be entitled to receive severance
    compensation of (i) if such termination occurs at least six months but less than 12 months after the commencement date of
    his employment, cash payments equal to 1/2 of Mr. O’Connor’s then-current annual base salary and annual performance-based
    bonus plus six months’ of medical and dental COBRA premiums; (ii) if such termination occurs at least 12 months but
    less than 24 months after the commencement date of his employment, cash payments equal to Mr. O’Connor’s then-current
    annual base salary and annual performance-based bonus plus 12 months’ of medical and dental COBRA premiums; or (iii)
    if such termination occurs at least 24 months after the commencement date of his employment, cash payments equal to twice
    the amount of Mr. O’Connor’s then-current annual base salary and annual performance-based bonus plus 24 months’
    of medical and dental COBRA premiums; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | Certain
    additional benefits, including reimbursement of certain income tax return preparation fees and other benefits customarily
    made available to our other senior employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





13









Other
Elements of Compensation



Health
and Welfare Plans



Our
executive officers are eligible to participate in our employee benefit plans, including our health and welfare plans, on the same
basis as our other employees.



401(k)
Plan



We
currently maintain a defined contribution savings plan pursuant to Section 401(k) of the Code. The plan is for the benefit of
all qualifying employees, including our executive officers, and permits voluntary contributions by employees of up to 100% of
eligible compensation, subject to maximum limits imposed by the Internal Revenue Service. The terms of the plan allow for discretionary
employer contributions, and we currently match 100% of each employee’s contributions, up to a maximum of 3% of such employee’s
annual compensation



DIRECTOR
COMPENSATION



Director
Compensation Policy



The
Board determines the form and amount of director compensation after its review of recommendations made by the Compensation Committee.
Directors who are also employees of our Company do not receive any separate compensation for their service as directors, except
that all directors receive reimbursement for reasonable out-of-pocket expenses incurred in attending Board or Board committee
meetings or otherwise in connection with performance of their duties as directors. Under our director compensation policy in place
for Fiscal Year 2020, our directors’ cash compensation was as follows:



| | ● | All
    non-employee directors receive annual cash compensation of $50,000 for services as a director, including services on all committees
    of the Board except as described below; and   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                               
| | ● | The
    Chair of the Board received additional annual cash compensation of $120,000 for services in such capacity through April 30,
    2020. In May 2020, this amount was reduced to $25,000.



In
addition, two non-employee directors who were serving on the Board as of January 2, 2020, received an award of 37,500 stock options,
two non-employee directors who was serving on the Board as of January 2, 2020, received an award of 25,000 stock options, and
directors first appointed to serve on the Board during Fiscal Year 2020 received an award of 25,000 stock options in connection
with their appointment.



On
September 14, 2020, the Compensation Committee approved certain changes to the compensation of non-employee independent directors.
Under the revised director compensation policy, our directors’ cash compensation is currently as follows:



|● | Non-employee independent directors receive annual cash compensation of $50,000 for services as a director.

Non-independent directors do not receive cash compensation;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                        
|● | The Chair of the Board receives additional annual cash compensation of $40,000 for services in such capacity; and                                                      
|  |                                                                                                                                                                        
|● | The Committee Chairs and Committee Members receive additional annual cash compensation as follows:                                                                     



| | i)   | Audit
    Committee Chair - $17,000                              
| | ---- | -----------------------------------------------------------------
| | ii)  | Audit
    Committee Member - $8,500                              
| | iii) | Compensation
    Committee Chair - $15,000                       
| | iv)  | Compensation
    Committee Member - $7,500                       
| | v)   | Nominating
    and Corporate Governance Committee Chair - $10,000
| | vi)  | Nominating
    and Corporate Governance Committee Member - $5,000



In
addition, each non-employee independent director will receive a stock option award of 50,000 upon election and 25,000 annually
thereafter.



14









Director
Compensation Table



The
following table provides information about the compensation of our non-employee directors for Fiscal Year 2020:



|Name(1)                        |  | Fees
                                         Earned or Paid in Cash ($) |         |  | Stock
                                         Awards ($) |  |        | Option
                                         Awards ($)(1)(13) |  |  | Total ($) |    
|------------------------------ |  | ------------------------------------------------------------------------ | ------- |  | --------------------------------------------------------- |  | ------ | ----------------------------------------------------------------- |  |  | --------- | ---
|Dr.
    Avtar Dhillon (7)      |  |                                                                          | 127,500 |  |                                                           |  | 19,375 | (2)                                                               |  |  | —         |    
|Robert E. Ward                 |  |                                                                          | 50,000  |  |                                                           |  | —      |                                                                   |  |  | 41,351    | (3)
|Dr. James M. DeMesa            |  |                                                                          | 50,000  |  |                                                           |  | —      |                                                                   |  |  | 62,027    | (4)
|Dr. Margaret Dalesandro        |  |                                                                          | 57,222  |  |                                                           |  | —      |                                                                   |  |  | 62,027    | (4)
|Joon Kim                       |  |                                                                          | 37,500  |  |                                                           |  | —      |                                                                   |  |  | 41,661    | (6)
|Punit S. Dhillon
    (8)       |  |                                                                          | —       |  |                                                           |  | —      |                                                                   |  |  | —         |    
|Dr. Herbert Kim
    Lyerly (9) |  |                                                                          | 14,444  |  |                                                           |  | —      |                                                                   |  |  | 41,661    | (5)
|Yuhang Zhao (10)               |  |                                                                          | —       |  |                                                           |  | —      |                                                                   |  |  | 41,661    | (6)
|Chao Zhou (11)                 |  |                                                                          | —       |  |                                                           |  | —      |                                                                   |  |  | 41,661    | (6)
|Kevin R. Smith (12)            |  |                                                                          | —       |  |                                                           |  | —      |                                                                   |  |  | 41,661    | (6)
















|(1) | Amounts
    represent the aggregate grant date fair value of option awards computed in accordance with Financial Accounting Standards
    Board Accounting Standards Codification Topic 718 Share Based Payments (“FASB Topic 718”). For a description of
    the assumptions and methodologies used to calculate these amounts, see Note 8—Stock-Based Compensation to our consolidated
    financial statements included in the Annual Report filed with the SEC on October 28, 2020.                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Represents
    the grant date fair value of a restricted stock award of 12,500 shares granted on April 17, 2020 in recognition of services
    as Chairman of the Board. The shares were fully vested on April 17, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(3) | Represents
    an option award granted to purchase up to 25,000 shares that was approved by our Compensation Committee on April 14, 2020,
    subject to stockholder approval of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares.
    Our stockholders approved the plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder
    vests quarterly over a three-year period from the date of grant. On September 14, 2020, the Compensation Committee approved
    the accelerated vesting of this award and the award was fully vested on September 14, 2020.    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(4) | Represents
    an option award granted to purchase up to 37,500 shares that was approved by our Compensation Committee on April 14, 2020,
    subject to stockholder approval of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares.
    Our stockholders approved the plan amendment on May 29, 2020. The options vested 25% on the date of the grant and the remainder
    vests quarterly over a three-year period from the date of grant. On September 14, 2020, the Compensation Committee approved
    the accelerated vesting of these awards and the awards were fully vested on September 14, 2020.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5) | Represents
    an option award granted to purchase up to 25,000 shares that was approved by our Compensation Committee on April 14, 2020,
    subject to stockholder approval of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares.
    Our stockholders approved the plan amendment on May 29, 2020. The options vest quarterly over a three-year period from the
    date of grant. On September 14, 2020, the Compensation Committee approved the accelerated vesting of this award and the award
    was fully vested on September 14, 2020.                                                           



15







|(6)  | Represents
    an option award granted to purchase up to 25,000 shares that was approved by our Compensation Committee on April 14, 2020,
    subject to stockholder approval of an amendment to the Issuer’s 2011 Incentive Plan to increase the number of authorized shares.
    Our stockholders approved the plan amendment on May 29, 2020. The options vest quarterly over a three-year period from the
    date of grant.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(7)  | Dr.
    Avtar Dhillon resigned from the Company’s Board in April 2020.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(8)  | Punit
    S. Dhillon resigned from the Company’s Board in February 2020.                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(9)  | Dr.
    Herbert Kim Lyerly was appointed to the Board in April 2020.                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(10) | Dr.
    Yuhang Zhao was appointed to the Board in February 2020.                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(11) | Chao
    Zhou was appointed to the Board in February 2020.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(12) | Kevin
    R. Smith was appointed to the Board in February 2020.                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(13) | As
    of July 31, 2020, the number of shares subject to all outstanding option awards and stock awards held by our non-employee
    directors were as follows:                                                                                                                                                                                                                                                                 



|Director                |  | Number
    of Shares Subject to Option Awards |        |  | Number
    of Shares Subject to Stock Awards | 
|----------------------- |  | --------------------------------------------- | ------ |  | -------------------------------------------- | 
|Robert E. Ward          |  |                                               | 25,000 |  |                                              | 
|Dr. James M. DeMesa     |  |                                               | 37,500 |  |                                              | 
|Dr. Margaret Dalesandro |  |                                               | 37,500 |  |                                              | 
|Joon Kim                |  |                                               | 40,000 |  |                                              | 
|Dr. Herbert Kim Lyerly  |  |                                               | 25,000 |  |                                              | 
|Yuhang Zhao             |  |                                               | 25,000 |  |                                              | 
|Chao Zhou               |  |                                               | 25,000 |  |                                              | 
|Kevin R. Smith          |  |                                               | 25,000 |  |                                              | 



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The
table below sets forth certain information regarding the beneficial ownership of our common stock of (i) each person who, to our
knowledge, owns more than 5% of our common stock as of November 24, 2020, (ii) each of our directors and named executive
officers (consisting of the persons described under “Executive Compensation” below), and (iii) all of our current
directors and executive officers as a group. Unless otherwise indicated in the footnotes to the table below, the address of each
person named in the table is: c/o OncoSec Medical Incorporated, 24 N. Main Street, Pennington, NJ 08534.



Beneficial
ownership is determined and calculated in accordance with applicable SEC rules, and generally includes sole or shared voting and/or
investment power with respect to securities. These rules provide that shares of our common stock subject to options, warrants,
restricted stock units or other rights that are currently exercisable or subject to vesting within 60 days after November 24,
2020 are deemed to be beneficially owned and outstanding for purposes of computing the share and percentage ownership of the
person holding such options, warrants, restricted stock units or other rights, but are not deemed outstanding for computing the
percentage ownership of any other person.



16









|Name
    of Beneficial Owner                                                                        |  | Amount
    and Nature of Beneficial Ownership (No. of Shares) |            |  | Percentage
    Beneficially  Owned (%)(1) | 
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------- | ---------- |  | ----------------------------------------- | 
|Directors and Named
    Executive Officers                                                          |  |                                                               |            |  |                                           | 
|Daniel
    J. O’Connor(2)                                                                           |  |                                                               | 394,349    |  |                                           | 
|Robert J. DelAversano(3)                                                                            |  |                                                               | 72,933     |  |                                           | 
|Kellie Malloy Foerter(4)                                                                            |  |                                                               | 165,894    |  |                                           | 
|Dr. Margaret Dalesandro(5)                                                                          |  |                                                               | 43,750     |  |                                           | 
|Dr. James M. DeMesa(6)                                                                              |  |                                                               | 51,250     |  |                                           | 
|Joon Kim(7)                                                                                         |  |                                                               | 19,586     |  |                                           | 
|Dr. Herbert Kim Lyerly(8)                                                                           |  |                                                               | 31,250     |  |                                           | 
|Kevin R. Smith(9)                                                                                   |  |                                                               | 6,250      |  |                                           | 
|Robert E. Ward(8)                                                                                   |  |                                                               | 31,250     |  |                                           | 
|Dr. Yuhang Zhao(9)                                                                                  |  |                                                               | 6,250      |  |                                           | 
|Chao Zhou(9)                                                                                        |  |                                                               | 6,250      |  |                                           | 
|All directors, nominees and current
    executive officers as a group (12 persons)                  |  |                                                               | 829,012    |  |                                           | 
|5% Stockholders                                                                                     |  |                                                               |            |  |                                           | 
|China Grand Pharmaceutical
    & Healthcare Holdings Ltd. and Grand Decade Developments Limited(10) |  |                                                               | 11,999,000 |  |                                           | 
|Sirtex Medical US Holdings,
    Inc.(11)                                                            |  |                                                               | 2,399,800  |  |                                           | 
|Alpha Holdings, Inc.(12)                                                                            |  |                                                               | 1,718,251  |  |                                           | 










*
Less than 1%.



|(1) | Based
    on 27,826,358 shares of our common stock issued and outstanding as of November 24, 2020. Except as otherwise indicated,
    we believe the beneficial owners of our common stock listed in this table, based on information furnished by such owners,
    have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(2) | Includes
    316,667 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | Includes
    56,250 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | Includes
    137,500 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(5) | Includes
    43,750 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(6) | Includes
    50,000 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | Includes
    19,586 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                            
|(8) | Includes
    31,250 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after
    November 24, 2020.                                                                                                                                                                                                                              



17







|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9)  | Includes
    6,250 shares of common stock issuable upon exercise of options currently exercisable or exercisable within 60 days after November
    24, 2020.                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(10) | Based
    solely upon a Form 4 filed on August 21, 2020 by China Grand Pharmaceutical & Healthcare Holdings Ltd (“CGP”)
    and Grand Decade Developments Limited (“Grand Decade”). CGP and Grand Decade may each be deemed to beneficially
    own 11,999,000 shares of our common stock and have shared dispositive power as to 11,999,000 shares of our common stock. The
    address of CGP and Grand Decade is Unit 3302,33/F, The Center, 99 Queen’s Road Central, Hong Kong.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(11) | Based
    solely upon a Form 4 filed on August 21, 2020 by Sirtex Medical US Holdings, Inc. (“Sirtex”). Sirtex beneficially
    owns 2,399,800 shares of our common stock and has sole dispositive power as to 2,399,800 shares of our common stock. The address
    of Sirtex is 300 Unicorn Park Drive, Woburn MA 01801, USA.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(12) | Based
    solely upon a Form 4 filed on November 23, 2020 by Alpha Holdings, Inc. (“Alpha”). Alpha beneficially
    owns 1,718,251 shares of our common stock and has sole dispositive power as to 1,718,251 shares of our common
    stock. Amount includes 368,250 shares of common stock issuable upon exercise of warrants within 60 days after November
    24, 2020. The address of Alpha is Gangnam-gu Apgujeong-ro 62-gil 17-10, Seoul, Korea.                             



Securities
Authorized for Issuance Under Equity Compensation Plans



The
following table provides information as of July 31, 2020 regarding compensation plans under which our equity securities are authorized
for issuance:



|                                                               |  | Equity
    Compensation Plan Information                                                            |          
|-------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- | ---------
|                                                               |  | Number
    of securities to be
    issued upon exercise of outstanding options, warrants and rights |          
|Equity
    compensation plans approved by security holders     |  |                                                                                                     | 1,475,270
|Equity
    compensation plans not approved by security holders |  |                                                                                                     | 2,500    
|TOTAL                                                          |  |                                                                                                     | 1,477,770










|(1) | 1,442,856of these shares were subject to stock options outstanding
    under the OncoSec Medical Incorporated 2011 Stock Incentive Plan (the “2011 Plan”) and 32,414 were subject
    to restricted stock units outstanding under the 2011 Plan.                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(2) | Represents
    (i) an aggregate of 1,616,901 shares of common stock available for future issuance under the 2011 Plan, and (ii) an aggregate
    of 33,409 shares of common stock available for future issuance under the OncoSec Medical Incorporated 2015 Employee Stock
    Purchase Plan.                            
|    |                                                                                                                                                                                                                                                                                                                          
|(3) | Represents
    (i) 2,500 restricted stock units that were not granted under the 2011 Plan. This out-of-plan RSU award was granted on October
    29, 2018 to a new employee as an inducement material to entering into employment with the Company, and becomes fully vested
    within three years of the date of grant.



18









ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Related
Party Transactions



Except
as described below and except for employment arrangements and compensation for Board service, which are described under “Executive
Compensation” above, since August 1, 2019, there has not been, nor is there currently proposed, any transaction
in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets
at year-end for the last two completed fiscal years, and any of our directors, executive officers, holders of more than 5% of
our common stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest.



We
have entered into indemnification agreements with each of our directors and executive officers. In general, these indemnification
agreements require the Company to indemnify a director to the fullest extent permitted by law against liabilities that may arise
in connection with that director’s service as a director for the Company.



Policies
and Procedures for Review and Approval of Related Party Transactions



Pursuant
to its charter and in accordance with applicable NASDAQ rules, our Audit Committee has the responsibility to review and approve
in advance any transactions with a related party. In addition, our Code of Business Conduct and Ethics addresses conflicts of
interest and requires that the existence of any actual or potential conflict be disclosed to the Chairman of the Audit Committee
to enable the committee’s full review of the potential conflict. The Audit Committee intends to approve only those related
party or conflict of interest transactions that are considered to be in the best interests of the Company and our stockholders.
In considering whether to approve any such transaction, the Audit Committee considers such factors as it deems appropriate, and
generally focuses on whether the terms of the transaction are at least as favorable to us as terms we would receive on an arm’s-length
basis from an unaffiliated third party and whether any such transaction might impair the independence of a director or present
a conflict of interest for a director or executive officer.



Director
Independence and Controlled Company Exemption



The
Company’s common stock is listed on the NASDAQ Capital Market. The rules of NASDAQ require our Board to make an affirmative
determination as to the independence of each director and require a majority of the Company’s directors be “independent
directors,” as defined by NASDAQ rules. In addition, NASDAQ rules require that, subject to specified exceptions, each member
of a company’s audit, compensation and nominating committee be independent. Audit committee and compensation committee members
must also satisfy enhanced independence criteria under certain SEC rules and corresponding NASDAQ rules.



Consistent
with these rules, our Board undertook its annual review of director independence on April 14, 2020. During the review, our Board
considered relationships and transactions during Fiscal Year 2020 and since inception between each director or any member
of his immediate family, on the one hand, and the Company and our subsidiaries and affiliates, on the other hand. The purpose
of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the
director is independent. Based on this review, our Board determined that Dr. Margaret Dalesandro, Dr. James M. DeMesa, Dr. Herbert
Kim Lyerly, and Mr. Robert E. Ward are independent under the criteria established by Nasdaq and our Board.



Upon
the Closing of the Transaction described above, CGP and Sirtex, acting as a “group” for purposes of Section 13(d)
of the Exchange Act, collectively beneficially owns common stock representing more than 50% of the voting power of our Common
Stock eligible to vote in the election of directors. As a result, we qualify as a “controlled company” and avail ourselves
of certain “controlled company” exemptions under the Nasdaq corporate governance rules. As a controlled company, we
are not required to have a majority of “independent directors” on our Board as defined under the Nasdaq rules, or
have a compensation, nominating or governance committee composed entirely of independent directors. In light of our status as
a controlled company, our Board has determined to utilize the majority board independence exemption.



19









ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



The
following table presents the aggregate fees billed to the Company for professional services rendered by Mayer Hoffman McCann
P.C. (“MHM”) in Fiscal Year 2020 and our fiscal year ended July 31, 2019:



|                           |  | Fiscal
    Year |        
|-------------------------- |  | --------------- | -------
|                           |  | 2020            |        
|                           |  |                 |        
|Audit
    Fees (1)         |  | $               | 273,250
|Audit
    Related Fees (2) |  |                 | –      
|Tax
    Fees (3)           |  |                 | –      
|All
    Other Fees (4)     |  |                 | –      
|Total
    (5)              |  | $               | 273,250










|(1) | Audit
    Feesconsist of fees for professional services rendered by MHM for the audit of our annual consolidated financial statements
    and review of our interim consolidated financial statements included in our quarterly reports on Form 10-Q, as well as audit
    services that are normally provided in connection with other statutory and regulatory filings, including consents related
    to registration statements on Forms S-3 and S-8, and prospectus supplement review or comfort letter preparation related thereto.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Audit-Related
    Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or
    review of the Company’s financial statements and are not reported as Audit Fees. No such fees were billed by MHM for
    these services during the periods presented.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Tax
    Fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning. No such fees
    were billed by MHM for these services during the periods presented.                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | All
    Other Fees consist of fees billed for all products and services provided that are not included in (1), (2) and (3) above.
    No such fees were billed by MHM for any such services during the periods presented.                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Substantially
    all MHM’s personnel, who work under the control of MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ,
    Inc., which provides personnel and various services to MHM in an alternative practice structure.                                                                                                                                                                                                                                                                                          





PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.



Exhibits:



The
following documents are filed as part of this Amendment, and they are supplement to the exhibits filed and furnished with the
Original Filing:



EXHIBIT
INDEX





|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                                                                                                           
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                      
|3.1                |  | Articles
    of Incorporation of OncoSec Medical Incorporated, as amended (incorporated by reference to our Annual Report on Form 10-K,
    filed on October 25, 2017.)                                                                                              
|                   |  |                                                                                                                                                                                                                                                                      
|3.2                |  | Amended
    and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K, filed on March 6, 2012)                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                      
|3.3                |  | Certificate
    of Change to amend the Articles of Incorporation of OncoSec Medical Incorporated, as filed with the Nevada Secretary of State
    on May 20, 2019 (incorporated by reference to Exhibit 3.1 on our Current Report on Form 8-K, filed on May 20, 2019)
|                   |  |                                                                                                                                                                                                                                                                      
|3.4                |  | Certificate
    of Change to amend the Articles of Incorporation of OncoSec Medical Incorporated, as filed with the Nevada Secretary of State
    on September 6, 2019 (incorporated by reference to Exhibit 3.4 on our Form 10-K filed on October 25, 2019)         
|                   |  |                                                                                                                                                                                                                                                                      
|3.5                |  | Amended
    and Restated Bylaws of OncoSec Medical Incorporated (incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC
    on February 10, 2020).                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                      
|3.6                |  | Certificate
    of Amendment of Amended and Restated Articles of Incorporation of OncoSec Medical Incorporated (incorporated by reference
    to Exhibit 3.1 on Form 8-K filed with the SEC on May 29, 2020).                                                        
|                   |  |                                                                                                                                                                                                                                                                      
|4.1                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on December 19, 2012)                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                      
|4.2                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on September 19, 2013)                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                      
|4.3                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to our Current Report on Form 8-K, filed on June 5, 2014)                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                                      
|4.4                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on November
    5, 2015)                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                      
|4.5                |  | Form
    of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed
    on May 24, 2016)                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                      
|4.6                |  | Form
    of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed
    on May 24, 2016)                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                      
|4.7                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on October
    24, 2017)                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                      
|4.8                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on October
    26, 2017)                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                      
|4.9                |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on November
    13, 2017)                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                      
|4.10               |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed on November
    13, 2017)                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                      
|4.11               |  | Form
    of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on May
    23, 2019)                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                      
|4.12               |  | Form
    of Indenture (incorporated by reference to Exhibit 4.1 of Form S-3, filed on August 23, 2019)                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                      
|4.13               |  | Registration
    Rights Agreement, dated as of February 7, 2020, by and between OncoSec Medical Incorporated and Grand Decade Developments
    Limited (incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on February 10, 2020).               
|                   |  |                                                                                                                                                                                                                                                                      
|4.14               |  | Registration
    Rights Agreement, dated as of February 7, 2020, by and between OncoSec Medical Incorporated and Sirtex Medical US Holdings,
    Inc. (incorporated by reference to Exhibit 4.2 on Form 8-K filed with the SEC on February 10, 2020).                
|                   |  |                                                                                                                                                                                                                                                                      
|4.15               |  | Description
    of Securities of OncoSec Medical Incorporated (incorporated by reference to Exhibit 4.15 on Form 10-K filed with the SEC
    on October 28, 2020)                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                      
|10.1†              |  | Cross-License
    Agreement, dated March 24, 2011 by and between OncoSec Medical Incorporated and Inovio Pharmaceuticals, Inc. (incorporated
    by reference to our Quarterly Report on Form 10-Q, filed on June 14, 2011)                                          
|                   |  |                                                                                                                                                                                                                                                                      
|10.2#              |  | Employment
    Agreement with Punit Dhillon dated May 18, 2011 (incorporated by reference to our Quarterly Report on Form 10-Q, filed on
    June 14, 2011)                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                      
|10.3#              |  | Form
    of Indemnification Agreement (incorporated by reference to our Current Report on Form 8-K, filed on October 29, 2015)                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                                      
|10.4#              |  | Executive
    Employment Agreement, effective July 6, 2015, by and between the Company and Richard Slansky (incorporated by reference to
    our Quarterly Report on Form 10-Q, filed on December 8, 2015)                                                           





20









|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                                                                                        
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                   
|10.5               |  | Lease
    Agreement, dated December 31, 2014, by and between the Company and ARE-SD Region No. 18, LLC (incorporated by reference to
    Exhibit 10.1 of our Current Report on Form 8-K, filed on January 2, 2015)                                
|                   |  |                                                                                                                                                                                                                                                   
|10.6               |  | Securities
    Purchase Agreement, dated as of November 3, 2015, by and among the Company and signatories thereto (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 5, 2015)                    
|                   |  |                                                                                                                                                                                                                                                   
|10.7               |  | Placement
    Agency Agreement, dated as of November 3, 2015, by and between the Company and H.C. Wainright & Co., LLC (incorporated
    by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on November 5, 2015)               
|                   |  |                                                                                                                                                                                                                                                   
|10.8               |  | Securities
    Purchase Agreement, dated as of May 22, 2016, by and among the Company and signatories thereto (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on May 24, 2016)                            
|                   |  |                                                                                                                                                                                                                                                   
|10.9               |  | Placement
    Agency Agreement, dated as of May 22, 2016, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by
    reference to Exhibit 10.2 our Current Report on Form 8-K, filed on May 24, 2016)                         
|                   |  |                                                                                                                                                                                                                                                   
|10.10†             |  | Clinical
    Trial Collaboration and Supply Agreement, dated as of May 10, 2017, by and between the Company and MSD International GmbH
    (incorporated by reference to Exhibit 10.11 of our Current Report on Form 10-Q, filed on June 13, 2018)
|                   |  |                                                                                                                                                                                                                                                   
|10.11              |  | Securities
    Purchase Agreement, dated October 22, 2017, by and between the Company and each purchaser named therein (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on October 24, 2017)               
|                   |  |                                                                                                                                                                                                                                                   
|10.12              |  | Engagement
    Letter, dated October 20, 2017, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to
    Exhibit 10.2 of our Current Report on Form 8-K, filed on October 24, 2017)                             
|                   |  |                                                                                                                                                                                                                                                   
|10.13              |  | Securities
    Purchase Agreement, dated October 25, 2017, by and between the Company and the purchaser named therein (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on October 26, 2017)                
|                   |  |                                                                                                                                                                                                                                                   
|10.14#             |  | Executive
    Employment Agreement, dated November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 9, 2017)                        
|                   |  |                                                                                                                                                                                                                                                   
|10.15#             |  | Amended
    and Restated Executive Employment Agreement, dated November 7, 2017, by and between the Company and Punit Dhillon (incorporated
    by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on November 9, 2017)        
|                   |  |                                                                                                                                                                                                                                                   
|10.16#             |  | Stock
    Option Award Agreement, dated November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by reference
    to Exhibit 10.3 of our Current Report on Form 8-K, filed on November 9, 2017)                          
|                   |  |                                                                                                                                                                                                                                                   
|10.17#             |  | Stock
    Option Award Agreement, dated November 7, 2017, by and between the Company and Daniel J. O’Connor (incorporated by reference
    to Exhibit 10.4 of our Current Report on Form 8-K, filed on November 9, 2017)                          







21









|Exhibit
    Number |  | Description
    of Exhibit                                                                                                                                                                                                                                                                                                                                                        
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.18              |  | Form
    of Warrant Exercise Agreement, dated November 13, 2017, by and between the Company and such holder named therein (incorporated
    by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on November 13, 2017)                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.19#             |  | OncoSec
    Medical Incorporated 2011 Stock Incentive Plan, as amended and restated, dated January 12, 2018 (incorporated by reference
    to Exhibit 10.1 of our Current Report on Form 8-K, filed on January 12, 2018)                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.20              |  | Assignment
    of Lease, dated March 9, 2018, by and between OncoSec Medical Incorporated and Vividion Therapeutics, Inc. (incorporated by
    reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on March 22, 2018)                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.21              |  | Sublease,
    dated March 9, 2018, by and between OncoSec Medical Incorporated and Vividion Therapeutics, Inc. (incorporated by reference
    to Exhibit 10.3 of our Current Report on Form 10-Q, filed on June 13, 2018)                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.22#             |  | Confidential
    Separation Agreement, dated May 2, 2018, by and between OncoSec Medical Incorporated and Punit S. Dhillon (incorporated by
    reference to Exhibit 10.4 of our Current Report on Form 10-Q, filed on June 13, 2018)                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.23              |  | Clinical
    Trial Collaboration and Supply Agreement between OncoSec Medical Incorporated and Merck dated May 8, 2018 (incorporated by
    reference to Exhibit 10.5 of our Current Report on Form 10-Q, filed on June 13, 2018)                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.24#             |  | Executive
    Employment Agreement, dated July 16, 2018, by and between the Company and Sara M. Bonstein (incorporated by reference to Exhibit
    10.1 of our Current Report on Form 8-K, filed on July 16, 2018)                                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.25              |  | Purchase
    Agreement, dated February 1, 2018, between OncoSec Medical Incorporated and Piper Jaffray & Co., as representatives of
    the several underwriters named therein (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K filed on
    February 1, 2018)                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.26              |  | Stock
    Purchase Agreement, dated as of August 31, 2018, between OncoSec Medical Incorporated and Alpha Holdings, Inc. (incorporate
    by reference to Exhibit 10.1 on our Current Report on Form 8-K filed on August 31, 2018)                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.27              |  | Lease
    Agreement, dated February 14, 2018, between OncoSec Medical Incorporated and Mawlt Incorporated (incorporated by reference
    to Exhibit 10.27 on our Current Report on Form 10-K, filed on October 19, 2018)                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.28              |  | Common
    Stock Purchase Agreement, dated March 29, 2019, between OncoSec Medical Incorporated and Aspire Capital Fund, LLC (incorporated
    by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on March 29, 2019)                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.29              |  | OncoSec
    Medical Incorporated Change in Control Plan, effective as of June 7, 2019 (incorporated by reference to Exhibit 10.1 of our
    Current Report on Form 8-K, filed on June 10, 2019)                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.30              |  | Stock
    Purchase Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.1 of our Current Report on Form
    8-K, filed on October 11, 2019                                                                                                                                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.31              |  | Stock
    Purchase Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.2 of our Current Report on Form
    8-K, filed on October 11, 2019                                                                                                                                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.32+             |  | License
    Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K, filed
    on October 11, 2019)                                                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.33+             |  | Service
    Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K, filed
    on October 11, 2019)                                                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.34              |  | Stockholder
    Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K, filed
    on October 11, 2019)                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.35              |  | Stockholder
    Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K, filed
    on October 11, 2019)                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.36              |  | Lease
    Agreement, dated November 20, 2019, between OncoSec Medical Incorporated and 3535/3565 General Atomics Court, LLC (incorporated
    by reference to Exhibit 10.1 of our form 10-Q, filed on December 13, 2019).                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.37              |  | Amendment
    Agreement, dated as of November 26, 2019, by and between OncoSec Medical Incorporated and Grand Decade Developments Limited,
    (incorporated by refence to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on November 26, 2019).                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.38              |  | Amendment
    Agreement, dated as of November 26, 2019, by and between OncoSec Medical Incorporated and Sirtex Medical US Holdings, Inc.,
    (incorporated by refence to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on November 26, 2019).                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.39              |  | First
    Amendment to the Executive Employment Agreement entered into between the Company and Daniel J. O’Connor, dated November
    7, 2017, as filed with the Securities and Exchange Commission on November 9, 2017, as Exhibit 10.1 on Form 8-K, executed on
    April 15, 2020 (incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 20, 2020).
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|21.1               |  | Subsidiaries
    of the registrant (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K/A, filed on November 28, 2017)                                                                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|23.1               |  | Consent of Independent Registered Public Accounting Firm, Mayer Hoffman McCann P.C. (incorporated by reference to Exhibit 23.1 of our Annual Report on Form 10-K filed with the SEC on October 28, 2020)                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|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 Interim 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 Interim 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            |  | XBRL
    Instant Document                                                                                                                                                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|101.SCH            |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|101.CAL            |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|101.DEF            |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|101.LAB            |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                   
|101.PRE            |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                        



*
Filed herewith.

#
Management contract or compensatory plan or arrangement.

†
Confidential treatment has been granted or requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934 and these confidential portions have been redacted from the filing that is incorporated by reference. A complete
copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.

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



22











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.



|                            | ONCOSEC
    MEDICAL INCORPORATED
|--------------------------- | --------------------------------
|                            |                                 
|                            | By:                             
|Date:
    November 30, 2020 |                                 
|                            |                                 



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.



|/s/
    Daniel J. O’Connor    |  | President,
    Chief Executive Officer and Director                        |  | November
    30, 2020
|----------------------------- |  | -------------------------------------------------------------------------- |  | ---------------------
|Daniel
    J. O’Connor, J.D.  |  | (Principal
    Executive Officer)                                          |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Robert J. DelAversano |  | Principal
    Accounting Officer and Controller                            |  | November
    30, 2020
|Robert
    J. DelAversano     |  | (Interim
    Principal Financial Officer and Principal Accounting Officer) |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Margaret Dalesandro   |  | Chair
    of the Board                                                     |  | November
    30, 2020
|Margaret
    Dalesandro, PhD  |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|/s/
    James DeMesa          |  | Director                                                                   |  | November
    30, 2020
|Dr.
    James DeMesa          |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Joon Kim              |  | Director                                                                   |  | November
    30, 2020
|Joon
    Kim                  |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Herbert Kim Lyerly    |  | Director                                                                   |  | November
    30, 2020
|Dr.
    Herbert Kim Lyerly    |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Kevin R. Smith        |  | Director                                                                   |  | November
    30, 2020
|Kevin
    R. Smith            |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|/s/
    Robert Ward           |  | Director                                                                   |  | November
    30, 2020
|Robert
    Ward               |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|                              |  | Director                                                                   |  | November
    30, 2020
|Yuhang
    Zhao               |  |                                                                            |  |                      
|                              |  |                                                                            |  |                      
|                              |  | Director                                                                   |  | November
    30, 2020
|Chao
    Zhou                 |  |                                                                            |  |                      



23