Via EDGAR
August 24, 2016
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Suzanne Hayes, Assistant Director |
| Irene Paik, Staff Attorney | |
| Joseph McCann, Staff Attorney | |
| Re: | OncoSec Medical Incorporated |
| Registration Statement on Form S-3, as amended | |
| File No. 333-213036 | |
| Request for Acceleration |
Dear Sir or Madam:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, OncoSec Medical Incorporated, a Nevada corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement on Form S-3 (as amended, the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on August 25, 2016, or as soon thereafter as practicable on such date.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
* * * * * * *
We appreciate your time and attention to this request. Please direct any comments or inquiries regarding this request to me, at (855) 662-6732 (telephone) or pdhillon@oncosec.com (e-mail), or to Steven G. Rowles of Morrison & Foerster LLP, at (858) 720-5198 (telephone) or srowles@mofo.com (e-mail).
| Very truly yours, | ||
| By: | /s/ Punit Dhillon | |
| Name: | Punit Dhillon | |
| Title: | President and Chief Executive Officer | |
| cc: | Richard B. Slansky, Chief Financial Officer |
| Steven G. Rowles, Esq., Morrison & Foerster LLP |