ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

On June 24, 2021, OncoSec Medical Incorporated (the “Company”) announced that Daniel J. O’Connor has resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company. The Company appointed Brian Leuthner, the Company’s current Chief Operating Officer, to serve as Interim Chief Executive Officer, effective as of June 24, 2021.

Mr. Leuthner, 56, currently serves as Chief Operating Officer of the Company and joined the company in February 2021. Over the course of his 32-year career in biotech and pharmaceuticals, Mr. Leuthner has held several leadership positions, including several public and private CEO positions. For a decade, Mr. Leuthner was co-founder, President, and CEO of Edge Therapeutics, Inc., an orphan disease-focused company. While at Edge, he developed a long-term vision, strategic plan and corporate culture that ensured a successful transition from a start-up company through late-stage development. Earlier in his career, Mr. Leuthner held a variety of operational and commercial leadership positions at The Medicines Company, ESP Pharma, Cardinal Health, Johnson & Johnson, and Glaxo Wellcome Company. Mr. Leuthner earned his Bachelor of Science and Masters in Business Administration degrees from The University of North Carolina at Chapel Hill.

In connection with Mr. O’Connor’s departure, the Company and Mr. O’Connor entered into a separation agreement (“Separation Agreement”) on June 24, 2021, providing for severance payments and benefits to Mr. O’Connor consistent with the terms of his existing employment agreement with the Company, including a severance payment of $1,795,500, less tax withholdings, and immediate vesting of all stock options and restricted stock units held by Mr. O’Connor.

The foregoing is a summary description of the terms and conditions of the Separation Agreement and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

No family relationships exist between Mr. Leuthner and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Leuthner and any other person to which Mr. Leuthner was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Leuthner has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

(d) Exhibits.

The following exhibit is filed herewith:

10.1 Separation Agreement between OncoSec Medical Incorporated and Mr. O’Connor, dated June 24, 2021.

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OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.

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