SEC Comment Letter for ONCOSEC MEDICAL Inc (ONCSQ) (CIK 0001444307) — Mar 10, 2020
ONCOSEC MEDICAL Inc (ONCSQ) (CIK 0001444307)
Date: March 10, 2020 · CIK: 0001444307 · Accession: 0000000000-20-002139
AI Filing Summary & Sentiment
File numbers found in text: 000-54318
Letter
March 10, 2020 Robert J. Delaversano Principal Accounting Officer OncoSec Medical Inc 24 North Main Street Pennington, NJ 08534 Re:OncoSec Medical Inc Form 10-K for the fiscal year ended July 31, 2019 Filed October 28, 2019 Form 10-Q for the quarterly period ended October 31, 2019 Filed December 13, 2019 File No. 000-54318 Dear Mr. Delaversano: We have reviewed your February 27, 2020 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to a prior comment are to the comment in our February 13, 2020 letter. Form 10-Q for the Quarterly Period Ended October 31, 2019 Financial Statements Notes to Financial Statements Note 8 - Commitments and Contingencies Note 8 -License Agreement and Services Agreement, page 23 1.We refer to your response to prior comment 1, and your statement that you made the decision to exclude the minimum royalty percentage, as filed on Form 8-K as Exhibit 10.3 on October 11, 2019, on the basis that such information is (i) not material and (ii) would be competitively harmful if publicly disclosed. Please note that material information about your material agreements must be disclosed. Although you may request confidential
FirstName LastNameRobert J. Delaversano Comapany NameOncoSec Medical Inc March 10, 2020 Page 2 FirstName LastName Robert J. Delaversano OncoSec Medical Inc March 10, 2020 Page 2 treatment for specific provisions in these agreements that may cause substantial competitive harm, your disclosure should provide investors with information regarding the material provisions of those agreements that would allow investors to evaluate the agreements in the context of your business. We reiterate our comment in part with regard to the disclosure of "up to 20% royalties": Please disclose the minimum royalty rate and a royalty range that does not exceed a 10-point range. You may contact Lisa Vanjoske at 202-551-3614 or Daniel Gordon at 202-551-3486 if you have questions regarding the comment. Sincerely, Division of Corporation Finance Office of Life Sciences
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March 10, 2020
Robert J. Delaversano
Principal Accounting Officer
OncoSec Medical Inc
24 North Main Street
Pennington, NJ 08534
Re:OncoSec Medical Inc
Form 10-K for the fiscal year ended July 31, 2019
Filed October 28, 2019
Form 10-Q for the quarterly period ended October 31, 2019
Filed December 13, 2019
File No. 000-54318
Dear Mr. Delaversano:
We have reviewed your February 27, 2020 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to a prior comment are to the comment in
our February 13, 2020 letter.
Form 10-Q for the Quarterly Period Ended October 31, 2019
Financial Statements
Notes to Financial Statements
Note 8 - Commitments and Contingencies
Note 8 -License Agreement and Services Agreement, page 23
1.We refer to your response to prior comment 1, and your statement that you made the
decision to exclude the minimum royalty percentage, as filed on Form 8-K as Exhibit 10.3
on October 11, 2019, on the basis that such information is (i) not material and (ii) would
be competitively harmful if publicly disclosed. Please note that material information
about your material agreements must be disclosed. Although you may request confidential
FirstName LastNameRobert J. Delaversano
Comapany NameOncoSec Medical Inc
March 10, 2020 Page 2
FirstName LastName
Robert J. Delaversano
OncoSec Medical Inc
March 10, 2020
Page 2
treatment for specific provisions in these agreements that may cause substantial
competitive harm, your disclosure should provide investors with information regarding the
material provisions of those agreements that would allow investors to evaluate the
agreements in the context of your business. We reiterate our comment in part with regard
to the disclosure of "up to 20% royalties": Please disclose the minimum royalty rate and a
royalty range that does not exceed a 10-point range.
You may contact Lisa Vanjoske at 202-551-3614 or Daniel Gordon at 202-551-3486 if
you have questions regarding the comment.
Sincerely,
Division of Corporation Finance
Office of Life Sciences