DEFA14A 1 defa14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]	Definitive Proxy Statement
[X]	Definitive Additional Materials
[ ]	Soliciting Material under §240.14a-12

OncoSec Medical Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

[ ]	Fee paid previously with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

On December 2, 2019, OncoSec Medical Incorporated (“OncoSec”) posted the following statements on the Company’s Facebook page (https://www.facebook.com/deONCS/):

OncoSec believes its proposed strategic partnership with CGP and Sirtex will create significant value for shareholders. Learn more about the partnership: www.AdvancingOncoSec.com

OncoSec has scheduled a Special Meeting on January 17, 2020 for shareholders to vote on the Company’s proposed strategic transaction with China Grand Pharmaceutical and its affiliate, Sirtex Medical Limited. Learn more about the benefits of the transaction in our recent letter to shareholders: https://bwnews.pr/35TM2pF

[Legends Included in Original Are Excerpted at the End of this DEFA14A Filing]

* * * * * *

On December 2, 2019, OncoSec Medical Incorporated (“OncoSec”) posted the following statements on the Company’s LinkedIn page (https://www.linkedin.com/company/oncosec-medical-inc):

Find out why our proposed strategic collaboration with China Grand Pharmaceutical and its affiliate, Sirtex Medical Limited will benefit the Company and our shareholders. Learn more about the transaction: www.AdvancingOncoSec.com / https://advancingoncosec.com/proxy-legend/

Find out why shareholders should vote “FOR” the proposed strategic collaboration with China Grand Pharmaceutical and its affiliate, Sirtex Medical Limited, at OncoSec’s Special Meeting on January 17, 2020. Learn more about the benefits and facts of the transaction at www.AdvancingOncoSec.com https://advancingoncosec.com/proxy-legend/

[Legends Linked in Original Are Excerpted at the End of this DEFA14A Filing]

* * * * * *

On December 2, 2019, OncoSec Medical Incorporated (“OncoSec”) posted the following statements on the Company’s Twitter page (https://twitter.com/OncoSec?ref_src=twsrc%5Egoogle%7Ctwcamp%5Eserp%7Ctwgr%5Eauthor):

$ONCS shareholders: Learn more about OncoSec’s proposed strategic investment and partnership with CGP and Sirtex - www.AdvancingOncoSec.com / https://advancingoncosec.com/proxy-legend/

$ONCS shareholders: Learn the #facts of $ONCS proposed strategic transaction with CGP and Sirtex in our recent letter to shareholders: https://bwnews.pr/35TM2pF / https://advancingoncosec.com/proxy-legend/

[Legends Linked in Original Are Excerpted at the End of this DEFA14A Filing]

* * * * * *

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company, Grand Decade Developments Limited, a direct, wholly-owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited, and Sirtex Medical US Holding. The Company plans to hold a special meeting of stockholders (the “Special Meeting”) in connection with the proposed transaction. The Company has filed, and is mailing to stockholders, a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Special Meeting. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement and accompanying WHITE proxy card, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from the SEC’s website at www.sec.gov or from the Investor Relations section of the Company’s website (www.oncosec.com) after such materials are electronically filed with, or furnished to, the SEC.

Certain Information Regarding Participants to the Solicitation

The Company, its directors and certain of its officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Special Meeting. The proxy statement contains information regarding the direct and indirect interests, by security holdings or otherwise of the Company’s directors and named executive officers. To the extent that such participants’ holdings in the Company’s securities have changed since the filing of the proxy statement, such changes will be reflected on Forms 3, 4 and 5, including any amendments thereto, filed with the SEC. These documents can be found on the SEC’s website at www.sec.gov or the Investor Relations section of the Company’s website (www.oncosec.com) as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Forward-Looking Statements

This statement, as well as other information provided from time to time by the Company or its employees, may contain forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements provide the Company’s current beliefs, expectations and intentions regarding future events and involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” and similar expressions (including the negative of these terms). Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company intends these forward-looking statements to speak only at the time they are published on or as otherwise specified, and does not undertake to update or revise these statements as more information becomes available, except as required under federal securities laws and the rules and regulations of the SEC. Please refer to the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2019 and subsequent periodic and current reports filed with the SEC (each of which can be found at the SEC’s website www.sec.gov), as well as other factors described from time to time in the Company’s filings with the SEC.