OncoSec Releases Presentation Spotlighting the Benefits of the Proposed CGP/Sirtex Transaction and Partnership

OncoSec Medical Incorporated (NASDAQ: ONCS) (the "Company" or "OncoSec"), a company developing late-stage intratumoral cancer immunotherapies, today announced the release of a detailed presentation highlighting the Company's strategic rationale - and benefits for shareholders - of the proposed transaction with Grand Decade Developments Limited, a wholly owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited ("CGP") and its U.S. affiliate, Sirtex Medical US Holdings, Inc. ("Sirtex") (the "Transaction")

In the presentation, OncoSec notes that the Transaction:

• Represents an immediate $30 million cash infusion at $2.50 per share, representing a 53% premium to the closing price ($1.64) the day prior to announcing the Transaction.
• Reverses OncoSec's history of raising cash on weak and highly dilutive terms.
• Eliminates the need to raise capital for the foreseeable future.
• Provides the capital needed to complete the two ongoing TAVO™ KEYNOTE clinical trials.
• Eliminates the need to raise capital today in a challenging and weak microcap biotech market.
• Both the Transaction and a potential alternative banker-led transaction (see image above) may utilize nearly ALL of the Company's available shares and Alpha has previously made it difficult to appropriately increase OncoSec's authorized share count.

In the presentation, OncoSec also addresses the ongoing attempts by Alpha Holdings, Inc. ("Alpha") to prevent the special meeting to vote on the Transaction from ever happening by resorting to litigation and a potentially disenfranchising proxy scheme.

"University of Delaware Professor Charles Elson reviewed Alpha's latest proxy and the response from OncoSec. Elson is a corporate governance expert. 'I'm unfamiliar with anyone withholding proxies to prevent a quorum. I've seen investors withhold their own proxies, but this strikes me as unfair to other shareholders. It's a very hard move,' he said." (The Deal, 12/5/19)¹

• Alpha is soliciting your votes - but has admitted that it may not end up casting any of them if that helps Alpha prevent a quorum.
• This demonstrates blatant contempt for shareholder rights and Alpha's disregard for the voices of other OncoSec shareholders.
• We believe Alpha has caused significant confusion among our shareholders and could be in violation of the proxy rules designed to protect shareholders.
• Alpha's director appointee on the OncoSec Board of Directors (the "Board") voted against the Transaction, including against submitting it to a shareholder vote. We believe that if Alpha had its way, this Transaction would never have even been made known to shareholders.
• Alpha has also filed a class action against OncoSec seeking to prevent the shareholder meeting to vote on the Transaction from ever occurring.

Moreover, in its latest letter, Alpha has now resorted to personal attacks against President and Chief Executive Officer, Daniel J. O'Connor.² Alpha's statements regarding Mr. O'Connor's intentions cannot be further from the truth.

• Over the last two years, Mr. O'Connor has collaborated with management and the Board to conduct a comprehensive and thorough strategic review process to find the best solution for OncoSec's stock and its shareholders, including engaging in discussions with ~175 companies, hiring four financial advisors, holding ~70 meetings/presentations and exploring ~22 prospective partners.
• After exploring all available options, the Transaction with CGP/Sirtex was the only viable option that resulted from these efforts.

In Alpha's latest gambit, they say, "… we have been speaking with financial advisors and are prepared to lead a consortium to raise up to $30 million in financing on less onerous terms if the China Grand Takeover is defeated." Leaving aside that this Transaction is not a "takeover," Alpha has known about the Transaction for several months and only now they are "prepared to lead" a "consortium" to raise capital "up to" $30 million? OncoSec shareholders should see this for what it is--a last-ditch effort to try to prevent shareholders from voting for a very real $30 million cash infusion in exchange for a wing and a prayer.

Separating Alpha's Fictions from Reality

Alpha Fiction: Torreya Partners LLC ("Torreya"), a financial advisor to the Company, has a "financial incentive" to recommend the Transaction and is not independent.

Reality: Torreya, like all other banks, is organized so that it can both broker a deal and provide an independent review of the same transaction. Torreya operates in the highly regulated banking industry and it is incumbent on it to ensure that it has the appropriate structures to ensure that it can provide an independent review of a transaction it brokered. Without any justification, however, Alpha asserts that, because Torreya will receive a fee for brokering the Transaction, its report was somehow tainted or not independent. Please ask yourself, would Torreya put their bank at risk by not respecting their role as an unbiased and independent reviewer of the Transaction with CGP and Sirtex?

Alpha Fiction: Torreya indicated the deal price should have been higher.

Reality: False. Torreya provided a fairness opinion to the Board that stated "…it is our opinion that, as of [October 7, 2019], the Consideration to be paid to the Company pursuant to the Agreement is fair, from a financial point of view, to the Company."

Alpha Fiction: A "no talk" agreement prevents OncoSec from exploring better options from third parties.

Reality: There are no better options. Over the past 24 months, we have reached out to over 175 companies and held approximately 75 meetings and the Transaction was the only viable option that came out of this massive outreach. Alpha knows this. Alpha offers nothing other than a vague potential consortium and urging you to vote "no" on an excellent and unique opportunity presented by the Transaction.

Alpha Fiction: A license agreement with CGP does not require CGP to actually develop or sell products, giving CGP the right to shelve TAVO™.

Reality: False. CGP is required to use "commercially reasonable efforts" to develop and market TAVO™. CGP cannot simply "shelve" it because doing so would be in violation of the license agreement.

Alpha Fiction: OncoSec "falsely" claims Alpha may not be able to solicit proxies.

Reality: Not true. OncoSec believes Alpha's proxy solicitation violates the terms of the August 30, 2018 stock purchase agreement between the Company and Alpha (the "SPA"), pursuant to which Alpha made an investment in OncoSec. The SPA provides that Alpha will not engage in any solicitation of proxies with regard to any matter involving OncoSec, subject to certain exceptions that OncoSec believes are not applicable. Despite this, Alpha is now soliciting proxies in opposition to the Transaction.

Editor's Note:

En-CPhI.CN is a vertical B2B online trade platform serving the pharmaceutical industry,
for any copyright disputes involved in the reproduced articles,
please email: Julia.Zhang@ubmsinoexpo.com to motify or remove the content.