Quarterly report pursuant to Section 13 or 15(d)

Nature of Operations and Basis of Presentation

Nature of Operations and Basis of Presentation
9 Months Ended
Apr. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Basis of Presentation

Note 1—Nature of Operations and Basis of Presentation


OncoSec Medical Incorporated (the “Company”) began its operations as a biotechnology company in March 2011, following its completion of 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 Company has not produced any revenues, nor has it commenced planned principal operations. The Company’s technology includes intellectual property relating to certain delivery technologies including ImmunoPulse™, an electroporation delivery device that is used in combination with the Company’s therapeutic product candidates, including DNA plasmids that encode for immunologically active agents, to deliver the therapeutic directly into the tumor and promote an inflammatory response against the cancer. The Company was incorporated in the State of Nevada on February 8, 2008 under the name of Netventory Solutions, Inc. and changed its name in March 2011 when it began operating as a biotechnology company. The Company has no subsidiaries.


During the quarter, the Company continued to enroll patients in the following clinical programs: ImmunoPulse™ IL-12 with pembrolizumab combination trial in patients with advanced, metastatic melanoma and the biomarker-focused pilot study of ImmunoPulse™ IL-12 in triple negative breast cancer. The Company presented positive melanoma clinical data at the American Association for Cancer Research Annual Meeting in April 2016 (“AACR”). The data presented at AACR was longterm, followup data of patients who were treated with ImmunoPulse™ IL-12 and later went on to receive an anti-PD-1/PD-L1 therapy. The data suggest that ImmunoPulse™ IL-12 may prime and enhance response rates to PD-1/PD-L1 blockade. Also at AACR the Company with Heat Biologics, Inc. (“Heat”) presented preclinical results in a poster presentation in which researchers concluded that combining Heat’s ComPACT vaccine with the Company’s intratumoral DNA electroporation delivery platform stimulated an expansion of neoantigen-specific CD8+ T cells, leading to a regression in both treated and untreated cancer lesions in two mouse studies (melanoma and colorectal cancer). With regard to the Company’s Phase 2 clinical trial in Merkel cell carcinoma (“OMS-I110”), enrollment is complete. The Company is currently in the process of collecting and cleaning all of the available data and expects to officially close OMS-I110 by July 2016. In addition, enrollment in the extension study of the Company’s Phase 2 metastatic melanoma monotherapy clinical trial (“OMS-I100”) is complete. These data are being collected and OMS-I100 is expected to close by August 2016. Final clinical study reports for both the OMS-I100 and OMS-I110 studies are expected to be finalized before the end of calendar year 2016. In addition, the Company continued work to advance its own proprietary technology toward a prototype of its next generation electroporation device and continued advancing its efforts in discovery research to identify new proprietary gene combinations for use with the ImmunoPulse™ platform. 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.


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, 2016, condensed statements of operations for the three and nine months ended April 30, 2016 and 2015 and the condensed statements of cash flow for the nine months ended April 30, 2016 and 2015, 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, 2016 shown herein are not necessarily indicative of the results that may be expected for the year ending July 31, 2016, or for any other period. These financial statements, and notes thereto, should be read in conjunction with the audited financial statements for the year ended July 31, 2015, included in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 14, 2015. The balance sheet at July 31, 2015 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.


Reverse Stock Split


Effective May 18, 2015, the Company implemented a reverse split of its common stock pursuant to which each 20 shares of issued and outstanding common stock held by each stockholder were combined into and became one share of common stock, with such resulting shares rounded up to the next whole share. No fractional shares were issued. All options, warrants and other convertible securities outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by 20 and multiplying the exercise or conversion price by 20, all in accordance with the terms of the agreements governing such options, warrants and other convertible securities. The accompanying financial statements and related disclosures give retroactive effect to the reverse stock split for all periods presented.




Certain amounts in the condensed balance sheet for the year ended July 31, 2015 and the condensed statement of cash flows for the nine-month period ended April 30, 2015 have been reclassified to conform the interim presentation of accrued compensation and other long-term liabilities.