Oncosec Medical Incorporated · OTC:ONCSQ
Oncosec Medical — Proxy Contest (December 2019)
46 slides from Oncosec Medical's proxy contest presentation, Dec 18, 2019
Slide 1: Investor Presentation
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Slide 2: Table of Contents
Table of Contents Executive Summary 3 Overview of the Proposed CGP/Sirtex Transaction yf Comprehensive Strategic Review Process 18 The Alpha Campaign 21 Alpha’s Voting Scheme, Misleading Claims and Lack of oe 26 Credibility
Slide 3: Executive Summary
Executive Summary The proposed CGPiSirtex transaction and partnership with CGP and Sirtex provides OncoSec an immediate and crucial $30 million cash infusion OncoSec rana comprehensive process evaluating potentially available strategic alternatives before agreeing to the proposed CGP/Sirtex transact
Slide 4: Overview of OncoSec Medical Incorporated
Overview of OncoSec Medical Incorporated oncosec IMMUNOTHERAPIES OncoSec Medical Incorporated is a late-stage biotechnology company developing immunotherapy cancer treatments using our plasmid DNA delivery platform. Through our proprietary technology, TAVO™, we hope to deliver safer and more effecti
Slide 5: Pipeline is Well Diversified with Multiple Growth Opportunities
Pipeline is Well Diversified with Multiple Growth Opportunities ie __ LE REGIMEN TRIAL INDICATION N PARTNER PHASE1 PHASE2 PIVOTAL TAVO™ + KEYNOTE- Advanced pembrolizumab 695 Melanoma ~100 ¢€ MERCK Triple Negative Breast Cancer ~25 € MERCK (TNBC) ~ TAVO™+ Gene | TAVON + KEYNOTE- Delivery pembrolizuma
Slide 6: TAVO's Opportunity
TAVO’s Opportunity a REGIMEN TRIAL INDICATION N PARTNER PHASE1 PHASE2 PIVOTAL TAVO™ + KEYNOTE- Advanced a pembrolizumab 695. Melanoma un) es MERCK Triple Negative TAVO™ + EP Gene TAVO™ + KEYNOTE- E a Delivery pembrolizumab 890 a 2 @4 MERCK TAVO™ + OMS-131 Squamous cell (INVESTIGATOR carcinoma head 3
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Slide 8: Overview of Strategic Partnership with CGP and Sirtex
Overview of Strategic Partnership with CGP and Sirtex Y Y Y Y Y Proposed Partnership: 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”) will purchase 1
Slide 9: Relevant Recent Financing History
Relevant Recent Financing History On March 29, 2019, OncoSec entered into a $20 million equity line with Aspire Capital, but was only able to access ~ $2.5 million due to a decline in OncoSec’s stock price. Further, the cash obtained from the equity line effectively resulted in OncoSec selling its s
Slide 10: Proposed CGP/Sirtex Transaction Benefits
Proposed CGP/Sirtex Transaction Benefits TT ile } Oss Immediate $30 million cash infusion at a favorable premium to market to our recent price per share — no warrants or stock discounts included. The $30 million cash infusion provides financial certainty and stability for OncoSec shareholders. Gives
Slide 11: CGP and Sirtex are Established Biopharmaceutical Companies and Ideal Strategic Partners
oncosec IWMUMOTHERAPIES: CGP and Sirtex are Established Biopharmaceutical Companies and are Ideal Strategic Partners for OncoSec This proposed transaction will position OncoSec to leverage the experiences, insights and resources of both CGP and Sirtex as OncoSec seeks to gain regulatory approval for
Slide 12: Established and Well-Respected Veteran Biotech Analysts
Established and Well-Respected Veteran Biotech Analysts Issued Reports Recognizing the Value of the Proposed Transaction “The recent $30M China Grand Pharmaceutical (CGP) investment removes a fsp potential financing overhang from ONCS, even following their April 2019 $11M raise, Sitesi exten in our
Slide 13: Transaction Resulted in Significant Media Attention
Transaction Resulted in Significant Media Attention REUTERS BioWorld = *s""_ INDPOINTSNEWS — BIOPHARMA WORLD IS HERE Oncosec Medical inc., of Pennington, N.J., will receive a $30 million investment from Grand Decade Developments Ltd. at $2.50 per share, subject to shareholder approval. ‘Once the dea
Slide 14: The Market's Positive Reaction to the Proposed Transaction
The Market’s Positive Reaction to the Proposed Transaction When OncoSec announced the potential transaction on October 10, 2019, the market reacted positively to immediately following announcement of the proposed the deal. OncoSec’s stock price increased transaction? Thursday, October 10, 2019 Press
Slide 15: There Will be No Change in Board Control
There Will be No Change in Board Control Following the close of the proposed transaction, CGP and Sirtex will have the right to appoint a combined total of three directors to the OncoSec Board, which will then be set at nine directors Joon Kim Julie Shin Appointed Alph: (Appointed Alpha OncoSec curr
Slide 16: Due to "Baby Shelf" Restrictions, Selling the Same Number of Shares Would Yield Less
Due to “Baby Shelf” Restrictions, Selling the Same Number of Shares (12 M) in a Market Transaction Would Yield ~ $22 Million Less for OncoSec « We would have to go to market for capital — likely with unfavorable terms. «In order to make it to the third quarter of next year, we would need to raise an
Slide 17: An Example: What Happens if the Transaction Gets Voted Down
An Example: What Happens if the Transaction Gets Voted Down CGP/Sirtex Proposed Transaction Potential Terms for a U.S. bank-led of capital raise Stock Price Prior to announcement of Stock Price Prior to announcement of transaction = $1.64* transaction = $1.64* Premium offered to market price Estimat
Slide 18: Comprehensive Strategic Review Process
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Slide 19: Despite Intensive Marketing Efforts Over the Past Two Years, There Were No Viable Alternatives
Despite Intensive Marketing Efforts Over the Past Two Years, There Were No Viable Alternatives Contrary to Alpha’s claims, OncoSec conducted a comprehensive and thorough strategic review process, including engaging in discussions with approximately 175 companies. After exploring all available option
Slide 20: Strategic Review Process Timeline
Strategic Review Process Timeline OncoSec extensively sought potential opportunities to enhance shareholder value. OncoSec engaged business development brokers, independent advisors and investment banks to evaluate all of OncoSec’s options, including obtaining a strategic partnership and the potenti
Slide 21: The Alpha Campaign
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Slide 22: Overview of Alpha Holdings
Overview of Alpha Holdings Alpha Holdings describes itself as a “top-ranked alpha Korean company engaged in the design-development HOLBINES 7 service and manufacturing of system semiconductors, = Bloomberg biotechnologies and thermal compound materials.” Alpha Holdings Inc Alpha Holdings, ine, desig
Slide 23: Engagement Timeline
Engagement Timeline How We Got Here a April 2018 August 31, 2018 October 9, 2018 December 20, 2018 May 21, 2019 May 30, 2019 July 15-17, 2019 On or about August 22, 2019 September 5, 2019 October 7, 2019 October 10, 2019 October 15, 2019 October 25, 2019 October 29, 2019 Alpha approaches OncoSec to
Slide 24: Alpha has Refused to Engage Constructively and Has Presented No Alternative Plan
Alpha has Refused to Engage Constructively and Has Presented No Alternative Plan « We made repeated attempts at constructive dialogue with Alpha to better understand its rationale for launching this costly and unnecessary proxy contest against the proposed transaction against OncoSec at a critical j
Slide 25: Alpha is Suing OncoSec to Enjoin the Shareholder Meeting and Block the Vote
Alpha is Suing OncoSec to Enjoin the Shareholder Meeting and is Seeking to Block the Shareholder Vote ¢ In October, Alpha filed a class action against OncoSec in Nevada. Alpha’s lawsuit seeks to prevent the shareholder meeting to vote on the proposed transaction from ever occurring. ¢ Alpha is attem
Slide 26: Alpha's Voting Scheme, Misleading Claims and Lack of Credibility
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Slide 27: Alpha's Voting Scheme: Voting Tactics Risk Disenfranchising Shareholders
Alpha’s Voting Scheme: Alpha’s Voting Tactics Risk Disenfranchising Shareholders ¢ Alpha is soliciting shareholder votes — but may not cast any of them if not casting votes can help them prevent a quorum. * In our view, this is the epitome of shareholder disenfranchisement — and demonstrates Alpha’s
Slide 28: Alpha's Voting Scheme (Cont.)
Alpha’s Voting Scheme (Cont.) In Alpha’s revised preliminary proxy materials dated December 3, 2019, Alpha admitted for the first time it was soliciting shareholders for votes that might never be cast “If we obtain a sufficient number of votes AGAINST the proposal being submitted at the Special Meet
Slide 29: Alpha Holdings Revised its Proxy Statement After Public Pressure
Alpha Holdings Revised its Proxy Statement After Public Pressure In response to Alpha’s preliminary proxy materials on December 3, 2019, OncoSec issued a press release highlighting concerns with Alpha’s voting tactics OncoSec Comments on Disturbing Elements of Alpha Holdings’ OncoSec’s Press Release
Slide 30: What's the Harm? The Voices of Many Retail Investors May be Ignored
What's the Harm? The Voices of Many Retail Investors May be Ignored Why don’t all of Alpha’s voting materials (like its website) make its quorum strategy clear? * Votes are coming in on Alpha’s BLUE card FOR the transaction — votes that may never be cast. * OncoSec has a high percentage of retail in
Slide 31: Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 1)
Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 1) Since September 2018, Alpha has issued 39 press releases about OncoSec, in which it has continuously presented inaccurate statements regarding the relationship between OncoSec and Alpha.* Sampling of inaccuracies include:
Slide 32: Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 2)
Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 2) Inaccurately told its shareholders it is developing technology Alpha Holdings has identified itself as an OncoSec in U.S. SEC filings, yet it is telling its Korean shareholders that it is “aiming to develop innovative new
Slide 33: Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 3)
Alpha Holdings Continues to Exaggerate its Relationship with OncoSec (Part 3) Inaccurately represents OncoSec as a Biotech “BT P. ership” on its website [ Collaborations BT Partnership ONCOSEC We find these MULTIPLE misrepresentations troubling and believe they call into question Alpha’s true intent
Slide 34: Alpha's Misleading Claims
Alpha’s Misleading Claims Alpha Holdings Claim oSec Reality * The Board somehow effectively ¥ — Inorder to have an effective shareholder meeting, we need to have a “quorum,” which \ a thettti hold f ti means a majority of the outstanding shares have to be voted in order to even have a ower»re! € thr
Slide 35: Alpha Holdings has a History of Poor Engagement with Companies in its Portfolio
Alpha Holdings has a History of Poor Engagement with Companies in its Portfolio Alpha Holdings has a history of destructive engagement with its portfolio companies. It appears that, once again, Alpha is following a similar playbook, to the detriment of OncoSec’s shareholders @ In its April 2018 comp
Slide 36: Contact Information
Contact Information Investors MORROW SODAL 1 509 Madison Avenue, Suite 1608 New York, NY 10022 Stockholders Call Toll Free: (800) 662-5200 E-mail: ONCS@morrowsodali.com Media Gem Hopkins, Head of Corporate Communications 858-210-7334 ghopkins@oncosec.com Sloane & Company Dan Zacchei/ Joe Germani, 21
Slide 37: Vote on the WHITE Proxy Card Today
&) oncosec Vote on the WHITE Proxy Card Today to Support OncoSec’s Strategic Partnership with CGP and Sirtex www.AdvancingOncoSec.com “Thank ou ¥ HEADQUARTERS SCIENTIFIC LAB & RESEARCH 24 NORTH MAIN ST. 3565 GENERAL ATOMICS CT. PENNINGTON, NJ SAN DIEGO, CA
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Slide 39: OncoSec Last Two Years Key Events
OncoSec Last Two Years Key Events $25.00 92706/18: closed public ' ' offering of §23mm @ ' | $15.00/share! ' je Daily Vol. (in mm) ——Share Price at the market investment from Alpha Holdings @ ' 11/06/18: announced | preliminary data from Phase 2 ' KEYNOTE-695 showing 22% BORR ' _and 33% DCR $20.00 '
Slide 40: The Promise of Immunotherapy Has Yet to Be Fully Realized
The Promise of Immunotherapy Has Yet to Be Fully Realized How Checkpoint Inhibitors Work Molecular switches known as checkpoints normally 1 prevent T-cells from attacking healthy tissue THE PROMISE Instead of cytotoxic agents, When these checkpoints, such as PD-1 and PD-L1, use the body's own immune
Slide 41: Tumor Type: Checkpoint Responders
TUMOR TYPE MELANOMA TRIPLE NEGATIVE BREAST HEAD AND NECK CERVICAL SUBCUTANEOUS T-CELL LYMPHOMA % OF CHECKPOINT Ne RESPONDERS “60-80% “95% “68-86% “B6% “5T% KEYTRUDA Powerful drugs (like KEYTRUDA®) have been highly successful for some patients, but not the majority 90% of cancers are solid tumors. Of
Slide 42: TAVO is Capable of Reversing Resistance to Checkpoint Therapies
TAVO™ is Capable of Reversing Resistance to Checkpoint Therapies TAVO™ is a proinflammatory signaling cytokine designed to enhance local delivery and uptake of DNA based interleukin IL-12 directly into tumors. Administered locally at the tumor site, TAVO™ plasmid IL-12 kicks off a chain reaction tha
Slide 43: Exhibit
Exhibit 1 Reuters: CORRECTED-BRIEF-Oncosec says China Grand Pharmaceutical And Healthcare Holdings to invest $30 Min in Co * Reuters UK: CORRECTED-BRIEF-Oncosec says China Grand Pharmaceutical And Healthcare Holdings to invest $30 Min in Co * Yahoo News: CORRECTED-BRIEF-Oncosec says China Grand Phar
Slide 44: Risk Factors and Forward Looking Statements
Risk Factors and Forward Looking Statements This presentation, 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 th
Slide 45: Disclaimer
Disclaimer This presentation has been designed to provide general information about OncoSec Medical Incorporated (the “Company’). Any information contained or referenced herein iS suitable only as an introduction to the Company. The reader is strongly encouraged to refer to and SHED enent this prese
Slide 46: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It This presentation is 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 Hold