Quarterly report pursuant to Section 13 or 15(d)

Nature of Operations and Basis of Presentation

v2.4.1.9
Nature of Operations and Basis of Presentation
9 Months Ended
Apr. 30, 2015
Nature of Operations and Basis of Presentation  
Nature of Operations and Basis of Presentation

 

Note 1—Nature of Operations and Basis of Presentation

 

OncoSec Medical Incorporated (the “Company”) was incorporated under the name of Netventory Solutions Inc., in the state of Nevada on February 8, 2008 to pursue the business of inventory management solutions.  On March 1, 2011, Netventory Solutions Inc. completed a merger with its subsidiary OncoSec Medical Incorporated and changed its name to OncoSec Medical Incorporated.  On March 24, 2011, the Company completed the acquisition of certain technology and related assets from Inovio Pharmaceuticals, Inc. (“Inovio”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated March 14, 2011.  The acquired technology and related assets relate to the use of drug-medical device combination products for the treatment of various cancers.  Since this acquisition, the Company has focused its efforts in the biotechnology industry and abandoned its efforts in the online inventory services industry.  Prior to the acquisition of the assets from Inovio, the Company had been inactive since March 2010 and had no continuing operations other than those of a company seeking a business opportunity.

 

The Company has not produced any revenues from the assets it acquired from Inovio and the Company has not commenced planned principal operations. The Company is a hybrid device and gene-therapy biotechnology company focused on the discovery, the design, the development and the commercialization of innovative and proprietary medical approaches (principally immunotherapy) for the treatment of cancer where currently approved therapies are inadequate based on their efficacy or side effects. The Company’s technology includes intellectual property relating to certain delivery technologies, which the Company refers to as ImmunoPulse (“ImmunoPulse”), a therapeutic approach that is based on the use of an electroporation delivery device in combination with DNA-encoded immune targets to treat cancer.  The Company’s ImmunoPulse product candidates are based on the Company’s proprietary DNA-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.

 

During the period, the Company expanded its research capabilities in the areas of next-generation devices, novel electroporation technologies and combination studies to facilitate the advancement of ImmunoPulse and the pursuit of other potential future product candidates. The Company’s research and development activities are subject to significant risks and uncertainties, including potentially failing to secure additional funding to continue the advancement of its product candidates and potentially failing to commercialize its product candidates before similar or competing technology is developed by competitors.

 

Effective October 28, 2014, OncoSec Medical Therapeutics Incorporated, which was acquired on June 3, 2011 for a total purchase price of $1,000 and incorporated in Delaware on July 2, 2010, was dissolved. There were no significant transactions related to this subsidiary since its inception. The Company currently has no subsidiaries.

 

Reverse Stock Split

 

Effective May 18, 2015 and pursuant to the reverse stock split approved  by our Board of Directors, each 20 shares of issued and outstanding common stock and warrants, respectively, were combined into and became one share of common stock and no fractional shares were issued. The accompany financial statements and related disclosures give retroactive effect to the reverse stock split for all periods presented. Under Nevada law, because the reverse stock split was approved by the Board of Directors and (i) both the number of authorized shares of the common stock and the number of issued and outstanding shares of common stock were proportionally reduced as a result of the reverse stock split, (ii) the reverse stock split does not adversely affect any other class of stock of the Company and (iii) the Company did not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the reverse stock split, stockholder approval was not required.

 

NASDAQ Listing

 

Effective May 29, 2015, our common stock began trading on The NASDAQ Stock Market LLC’s NASDAQ Capital Market tier, under the symbol “ONCS”.

 

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed balance sheet as of April 30, 2015, condensed statement of operations for the three and nine months ended April 30, 2015 and condensed consolidated statement of operations for the three and nine months ended April 30, 2014, condensed statement of cash flow for the nine months ended April 30, 2015 and the condensed consolidated statement of cash flows for the nine months ended April 30, 2014, are unaudited, but include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended April 30, 2015 shown herein are not necessarily indicative of the results that may be expected for the year ending July 31, 2015, or for any other period. These financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the year ended July 31, 2014, included in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 10, 2014. The consolidated balance sheet at July 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.