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Alpha Holdings Proposes $30 Million in Alternate Financing for OncoSec

December 20, 2019 GMT

SEONGNAM, South Korea--(BUSINESS WIRE)--Dec 20, 2019--

Alpha Holdings, Inc. (KOSDAQ: 117670) (“Alpha”), the largest stockholder of OncoSec Medical Incorporated (NASDAQ: ONCS) (“OncoSec”), with an approximate 15.1% ownership stake, today announced key terms of an alternate $30 million financing proposal it is willing to offer to OncoSec. Alpha believes the key terms of its proposed financing are significantly more favorable to the Company and its stockholders than those offered by China Grand Pharmaceuticals and Healthcare Holdings (“CGP”) and Sirtex Medical US Holdings, Inc. (“Sirtex”), an affiliate of GCP (together, “China Grand”). Specifically, under the terms of the proposal:

Alpha Holdings stated: “Alpha has heard from many stockholders who dislike the China Grand Takeover and are looking for a better alternative. Our proposal would provide the benefits of the China Grand Takeover without the onerous change of control and other terms that limit the potential upside for current stockholders. We believe this proposal gives OncoSec the financing it needs in the near term, and that when more data on TAVO is available next year, it will open up even more attractive opportunities.”

Importantly, Alpha’s proposal would NOT INCLUDE any of the onerous aspects of the China Grand Takeover. For example:

Alpha continued: “We believe it is an absolute shame that current management put OncoSec in the position even to consider a transaction like the China Grand Takeover. Unlike the ‘sell at the bottom because we have to take this deal’ mentality being put forth by current management, we believe in OncoSec’s potential and that additional data on TAVO will improve the Company’s ability to secure funding on more favorable terms. As OncoSec’s largest stockholder, we do not believe anyone can represent the stockholder interest better than Alpha, and we urge stockholders to resist OncoSec’s defeatist mentality and reject the China Grand takeover. We stand ready to engage quickly with OncoSec’s Board and management team to finalize the terms of this financing done as quickly as possible.”

About Alpha Holdings, Inc.

Alpha Holdings, Inc. is a top-ranked Korean company engaged in the design-development service and manufacturing of system semiconductors, biotechnologies and thermal compound materials. The company, formerly known as Alpha Chips Corp., is headquartered in Seongnam, South Korea and was founded in 2002. Alpha is listed on the KOSDAQ Market.

Forward-Looking Statements

All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation as to future results. Alpha Holdings disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Alpha Holdings has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties.

Any future acquisition by Alpha of securities of OncoSec would be subject to customary closing conditions including: the completion of satisfactory due diligence, the entry into mutually agreeable definitive agreements, the absence of any material adverse changes in OncoSec’s business and other conditions that Alpha deems reasonable under the circumstances. This communication is an indication of Alpha’s interest to acquire securities of OncoSec, however, indications of interest are not binding agreements or commitments to purchase. Alpha may elect to purchase more, fewer or no securities in OncoSec and OncoSec may not agree to enter into any securities transaction with Alpha.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS COMMUNICATION IS BEING MADE IN CONNECTION WITH A SOLICITATION OF PROXIES BY ALPHA HOLDINGS, INC. IN RESPECT OF THE PROPOSED TRANSACTION BETWEEN ONCOSEC MEDICAL INCORPORATED (“ONCOSEC”) AND DECADE DEVELOPMENTS LIMITED, A DIRECT, WHOLLY-OWNED SUBSIDIARY OF CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED (“CGP”), AND SIRTEX MEDICAL US HOLDINGS, INC. ONCOSEC HAS SCHEDULED A SPECIAL MEETING OF STOCKHOLDERS (THE “SPECIAL MEETING”) IN CONNECTION WITH THE PROPOSED TRANSACTION. ALPHA HOLDINGS, INC. HAS FILED 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. STOCKHOLDERS OF ONCOSEC ARE ADVISED TO READ ALPHA HOLDING’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH SEC BY ALPHA WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THE DEFINITIVE PROXY STATEMENT AND FORM OF “BLUE” PROXY CARD ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.

View source version on businesswire.com:https://www.businesswire.com/news/home/20191220005357/en/

CONTACT: Investors

Bruce Goldfarb / Chuck Garske

Okapi Partners

+ 1 (212) 297-0720

Media

Renée Soto / Hugh Burns / Nicholas Leasure

Reevemark

+ 1 (212) 433-4600

KEYWORD: ASIA PACIFIC SOUTH KOREA

INDUSTRY KEYWORD: PROFESSIONAL SERVICES FINANCE

SOURCE: Alpha Holdings, Inc.

Copyright Business Wire 2019.

PUB: 12/20/2019 10:03 AM/DISC: 12/20/2019 10:03 AM

http://www.businesswire.com/news/home/20191220005357/en