Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-256650
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated June 8, 2021)
Up
to $50,000,000
Common
Stock
We
have entered into an at-the-market sales agreement with BTIG, LLC, acting in its capacity as the sales agent, or BTIG, relating to the
offer and sale of shares of our common stock, no par value, from time to time, having an aggregate offering price of up to $50,000,000.
Sales
of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at-the-market” equity offerings
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including, without limitation,
sales made directly on the Nasdaq Stock Market LLC, or Nasdaq, on any other existing trading market for the Common Stock or to or through
a market maker or through an electronic communications network. BTIG is not required to sell any specific amount of securities, but will
act as our sales agent on a best efforts basis and will use commercially reasonable efforts to sell on our behalf all of the common stock
requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between BTIG and us. There
is no arrangement for funds to be received in any escrow, trust or similar arrangement.
BTIG
will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on our behalf
pursuant to the sales agreement. In connection with the sale of the common stock on our behalf, BTIG will be deemed to be an “underwriter”
within the meaning of the Securities Act and the compensation of BTIG will be deemed to be underwriting commissions or discounts. We
have agreed to provide indemnification and contribution to BTIG against certain civil liabilities, including liabilities under the Securities
Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. We may also sell some or all of the shares of common stock
to the sales agent as principal for its own account at a price agreed upon at the time of sale.
Our
common stock is listed on Nasdaq under the symbol “OCX.” The last reported sale price of our common stock on June 8, 2021
was $4.76 per share.
Investing
in our common stock involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectus carefully
before you make your investment decision. See “Risk Factors” beginning on page S-5 of this prospectus supplement, as well
as the documents incorporated by reference in this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
BTIG
The
date of this prospectus supplement is June 11, 2021
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under the shelf registration process, we may offer shares of our common stock having an aggregate
offering price of up to $240,000,000 under the accompanying prospectus. Under this prospectus supplement and the accompanying prospectus,
we may offer shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time at prices and on terms
to be determined by market conditions at the time of offering.
We
are providing information to you about this offering of shares of our common stock in two separate documents that are bound together:
(1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying prospectus, which
provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,”
we are referring to both documents combined.
If
information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference
that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. Any statement
so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed
not to constitute a part of this prospectus. However, if any statement in one of these documents is inconsistent with a statement in
another document having a later date—for example, a document incorporated by reference in this prospectus supplement, the statement
in the document having the later date modifies or supersedes the earlier statement as our business, financial condition, results of operations
and prospects may have changed since the earlier dates.
This
prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference herein and therein include important
information about us, the securities being offered and other information you should know before investing in our securities. You should
also read and consider information in the documents we have referred you to in the section of this prospectus supplement and the accompanying
prospectus entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”
You
should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus
and any free writing prospectus we may provide to you in connection with this offering and the information incorporated or deemed to
be incorporated by reference therein. We have not, and BTIG has not, authorized anyone to provide you with information that is in addition
to or different from that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the sales agent is not, offering
to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
or incorporated by reference in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than
as of the date of this prospectus supplement or the accompanying base prospectus, as the case may be, or in the case of the documents
incorporated by reference, the date of such documents regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospects may have
changed since those dates.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus supplement were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
We
are offering to sell, and are seeking offers to buy, the common stock only in jurisdictions where such offers and sales are permitted.
No action has been or will be taken in any jurisdiction by us or BTIG that would permit a public offering of the common stock or the
possession or distribution of this prospectus supplement and the accompanying prospectus in any jurisdiction, other than in the United
States. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must
inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus
supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by
this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus supplement contains and incorporates by reference estimates, projections and other information concerning our industry, our
business and the markets for our diagnostic tests, including data regarding the estimated size of those markets and their projected growth
rates We obtained the industry, market and other data from our own internal estimates and research, as well as from independent industry
publications and other publicly available information, including information from government agencies. Although we believe that these
sources are reliable, we do not guarantee the accuracy or completeness of third-party information and we have not independently verified
that information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus
and the documents incorporated herein by reference, estimates, forecasts, projections, market research or similar data is inherently
subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in that
data and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this
prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly,
investors should not place undue reliance on this information.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the accompanying prospectus contain “forward-looking statements” that involve risks and uncertainties.
Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this prospectus
supplement that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,”
“believe,” “can,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,”
“target,” “will,” “would” and similar expressions or variations intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. These statements are based on the beliefs and
assumptions of our management based on information currently available to management but such forward-looking statements are subject
to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially
from future results expressed or implied by such forward-looking statements. These important factors include but are not limited to those
discussed under the “Risk Factors” sections of this prospectus supplement, the accompanying prospectus, and our most recent
Annual Report on Form 10-K, as updated by our subsequent filings under the Exchange Act, and the other periodic reports and other filings
that we file from time to time with the SEC, each of which is incorporated by reference in this prospectus supplement in their entirety.
Accordingly, we cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our forward-looking
statements and you should not place undue reliance on our forward-looking statements. Furthermore, such forward-looking statements speak
only as of the date of this prospectus supplement. Except as required by law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of such statements.
Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement and the accompanying prospectus.
It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
You
should not assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate as of any
date other than as of the date of this prospectus supplement or the accompanying prospectus, as the case may be, or that any information
incorporated by reference into this prospectus is accurate as of any date other than the date of the document so incorporated by reference.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available
in the future. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied
in such forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results
may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this note. Before purchasing any shares of common stock, you should
consider carefully all of the factors set forth or referred to in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference that could cause actual results to differ.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement,
in the accompanying prospectus and in the documents incorporated by reference. This summary is not complete and does not contain all
the information you should consider before investing in our common stock pursuant to this prospectus supplement and the accompanying
prospectus. Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully
read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors” beginning on page S-5 of
this prospectus supplement, the financial statements and related notes, and the other information incorporated by reference herein, including
our most recent Annual Report on Form 10-K, as amended, our Quarterly Reports on Form 10-Q, and our other filings with the SEC that we
file from time to time.
Unless
the context otherwise requires, all references in this prospectus to “Oncocyte,” “we,” “us,” “our,”
“the Company” or similar words refer to OncoCyte Corporation, together with our consolidated subsidiaries.
Overview
We
are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests, or LDTs, to serve
unmet medical needs across the cancer care continuum. Our mission is to provide actionable information to physicians and patients at
critical decision points to optimize diagnosis and treatment decisions, improve patient outcomes, and reduce overall cost of care. We
have prioritized lung cancer as our first indication. Lung cancer remains the leading cause of cancer death in the United States, despite
the availability of molecular testing and novel therapies to treat patients.
Our
first commercial diagnostic test is a proprietary treatment stratification test called DetermaRx™ that identifies which patients
with early stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate.
We are also developing multi-gene molecular, laboratory-developed diagnostic tests that we have branded as DetermaIO™. DetermaIO™
is a proprietary gene expression assay with promising data supporting its potential to help identify patients likely to respond to checkpoint
inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including non-small
cell lung cancer, and triple negative breast cancer. DetermaIO™ is presently available for research use but one of our goals is
to complete development of that assay and to make it available for clinical use later this year. We also perform assay development and
clinical testing services for pharmaceutical and biotechnology companies.
We
recently added to our diagnostic test pipeline DetermaCNI™, a patented, blood-based test for immunotherapy monitoring. DetermaCNI
was developed by Chronix Biomedical, Inc., which we acquired through a merger in April 2021. We plan to make the CNI Monitor test available
initially as a research tool.
Other
tests in our development pipeline include DetermaTx™, a test that we are targeting for commercial launch later this year and that
is intended to compliment DetermaIO™ by assessing the mutational status of a tumor to help identify the appropriate targeted therapy.
We also plan to initiate the development of DetermaMx™ as a blood based test to monitor cancer patients for recurrence of their
disease.
Corporate
Information
We
were incorporated in 2009 in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California 92618.
Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be accessed through,
our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
Implications
of Being an Emerging Growth Company
We
qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As
an emerging growth company, we intend to take advantage of specified reduced disclosure and other requirements that are otherwise applicable
generally to public companies. These provisions include:
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allowance
to provide only two years of audited financial statements in addition to any required unaudited interim financial statements with
correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
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reduced
disclosure about our executive compensation arrangements;
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exemption
from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and
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exemption
from the auditor attestation requirement in the assessment of our internal control over financial reporting.
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We
may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We
would cease to be an emerging growth company on the date that is the earliest of: (i) the last day of the fiscal year in which we have
total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date
of the completion of our initial public offering; (iii) the date on which we have issued more than $1.07 billion in nonconvertible debt
during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We have taken advantage of reduced reporting requirements in this prospectus supplement. Accordingly, the information contained herein
may be different than the information you receive from other public companies in which you have beneficial ownership.
THE
OFFERING
Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $50,000,000.
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Common
stock outstanding immediately before this offering(1)
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89,868,418
shares of common stock.
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Manner
of offering
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“At-the-market
offering” that may be made from time to time through our sales agent, BTIG. See “Plan of Distribution” on page
S-8 of this prospectus supplement.
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Use
of proceeds
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We
currently intend to use the net proceeds, if any, from this offering to promote commercialization of DetermaRx,™ including
sales and marketing efforts and by conducting additional clinical studies to support clinical adoption of the test; to complete development
of DetermaIO™; for development of other future tests in our pipeline, including DetermaCNI™, DetermaTx™, and DetermaMx™
and any others that we may acquire. We recently acquired Chronix Biomedical, Inc., or Chronix, under the terms of an Agreement and
Plan of Merger (the “Chronix Merger Agreement”) and we may use net proceeds to pay obligations of Chronix and to make
certain future milestone payments to former Chronix shareholders that may become payable as additional merger consideration under
the Chronix Merger Agreement. We may use net proceeds, if any, from this offering to pay all or a portion of the $6.0 million of
additional merger consideration that may become payable to former shareholders of Insight Genetics, Inc., or Insight, under the terms
of an Agreement and Plan of Merger if the applicable milestones requiring such payments are met. We may use net proceeds, if any,
from this offering, to invest in or acquire other businesses or technologies that we believe are complementary to our own, although
we have no binding agreements with respect to any acquisitions as of the date of this prospectus supplement other than the merger
agreements with Insight and Chronix. See “Use of Proceeds” beginning on page S-6. Net proceeds, if any, from this
offering not used for the foregoing purposes may be used for general corporate and working capital purposes.
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Risk
factors
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Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus supplement
and page 5 of the accompanying prospectus, as well as the documents and other information incorporated by reference in or included
in this prospectus supplement, for a discussion of the risks you should carefully consider before investing in our common stock.
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Nasdaq
symbol for our common stock
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OCX
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(1)The
number of shares of common stock outstanding before this offering as shown above is based on 89,868,418 shares of our common
stock outstanding as of June 10, 2021, and excludes 3,135,662 shares of our common stock issuable upon the exercise of
warrants that were outstanding as of that date, shares of common stock issuable upon the exercise of outstanding options
granted under our 2010 Stock Option Plan, and shares of common stock issuable upon the exercise of outstanding stock options or the
vesting of outstanding restricted stock units, and shares of common stock that remain available for future equity awards, under our
2018 Equity Incentive Plan.
RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. Before making an investment decision with respect to our securities,
we urge you to carefully consider the risks, uncertainties and assumptions described in this prospectus, the applicable prospectus supplement
and the documents incorporated by reference herein and therein, including the risks described in Part I, Item 1A. Risk Factors
of our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q filed with the SEC. You should also
refer to the other information contained in this prospectus and the applicable prospectus supplement and the documents incorporated by
reference into this prospectus and the applicable prospectus supplement, including our financial statements and the notes to those statements
and the information set forth in the section entitled “Special Note Regarding Forward-Looking Statements.”
If
one or more of the adverse events relevant to those risks and uncertainties actually occurs, our business, financial condition, results
of operations, cash flows or prospects could be materially adversely affected. This could cause the trading price of our securities to
decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial also may have similar adverse effects on us.
You
should also refer to the other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference into this prospectus supplement and the accompanying prospectus, including our financial statements and the notes to those
statements and the information set forth in the section entitled “Special Note Regarding Forward-Looking Statements.”
Risks
Related to this Offering
We
have broad discretion in the use of our available cash and other sources of funding, including the net proceeds we may receive from this
offering, if any, and may not use them effectively.
Our
management has broad discretion in the use of our available cash and other sources of funding, including the net proceeds we receive
in this offering, and could spend those resources for purposes other than those described in the “Use of Proceeds” portion
of this prospectus supplement, and in ways that do not improve our results of operations or enhance the value of our common stock. The
failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect
on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending use in our
operations, we may invest our available cash, including the net proceeds we receive in this offering, in a manner that does not produce
income or that loses value.
If
you purchase shares of our common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible
book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result
in additional dilution to investors.
The
price per share of our common stock being offered may be higher than the net tangible book value per share of our outstanding
common stock prior to this offering. Assuming that an aggregate of 10,504,202 shares of our common stock are sold at a price of
$4.76 per share, the last reported sale price of our common stock on the Nasdaq on June 8, 2021, for aggregate gross proceeds
of $50,000,000 before deducting commissions and estimated offering expenses payable by us, new investors in this
offering will incur immediate dilution of $3.78 per share. For a more detailed discussion of the foregoing, see the section
entitled “Dilution” on page S-7 of this prospectus supplement. To the extent outstanding stock options or warrants
are exercised, there will be further dilution to new investors.
Resales
of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to fall.
We
may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our
common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our
current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing
the market price for our common stock.
The
actual number of shares we will issue under the sales agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver placement
notices to BTIG at any time throughout the term of the sales agreement. The number of shares that are sold by BTIG after our delivering
a placement notice will fluctuate based on the market price of the common stock during the sales period and limits we set with BTIG.
The
shares of common stock offered under this prospectus supplement and the accompanying prospectus may be sold in “at-the-market”
offerings, and investors who buy shares at different times will likely pay different prices.
Investors
who purchase shares under this prospectus supplement and the accompanying prospectus at different times will likely pay different prices,
and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the
timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the
value of their shares as a result of share sales made at prices lower than the prices they paid.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or
other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per
share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by any investors in this offering.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate gross proceeds of up to $50,000,000 from time to time under this prospectus
supplement and the accompanying prospectus. Because there is no minimum offering amount required as a condition to close this offering,
the actual total offering amount, commissions and proceeds to us, if any, are not determinable at this time. The amount of proceeds from
this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be
no assurance that we will be able to sell any shares under or fully utilize the sales agreement as a source of financing.
We
currently intend to use the net proceeds, if any, from this offering to promote commercialization of DetermaRx,™ including sales
and marketing efforts and by conducting additional clinical studies to support clinical adoption of the test; to complete development
of DetermaIO™; for development of other future tests in our pipeline, including DetermaCNI™, DetermaTx™, and DetermaMx™
and any others that we may acquire. We recently acquired Chronix under the terms of the Chronix Merger Agreement and we may use net proceeds
to pay obligations of Chronix and to make certain future milestone payments to former Chronix shareholders that may become payable as
additional merger consideration under the Chronix Merger Agreement. We may use net proceeds to pay all or a portion of the $6 million
of additional merger consideration that may become payable to former shareholders of Insight under the terms of a merger agreement if
the applicable milestones requiring such payments are met. Net proceeds not used for the foregoing purposes may be used for general corporate
and working capital purposes.
In
addition, as part of our strategic business plan, we regularly research and evaluate the acquisition of businesses or technologies that
we believe are complementary to our own product development and commercialization efforts. Consequently, we may use net proceeds from
the offering to invest in or acquire businesses or assets, including also licensing rights to use technologies. Our strategic initiatives
are currently focused on, and we are actively evaluating, businesses or technologies that we believe will allow us to acquire additional
cancer tests for development. However, we have no binding agreements with respect to any such potential future acquisitions in place
as of the date of this prospectus supplement.
We
have not determined the exact amounts we plan to spend on any of the purposes listed above or the timing of these expenditures. The amounts
and timing of our actual expenditures may vary significantly depending on numerous factors, including the actual net proceeds from this
offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will
not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Our board
of directors believes the flexibility in application of the net proceeds is prudent.
Pending
application of the net proceeds as described above, we may temporarily invest the net proceeds in a variety of capital preservation instruments,
including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never paid cash dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future, but intend
to retain our capital resources for reinvestment in our business. Under an existing credit agreement with Silicon Valley Bank, we have
agreed not to pay dividends or to make any distributions or to redeem to repurchase any capital stock without Silicon Valley Bank’s
prior written consent. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be
dependent upon the repayment of the loans from Silicon Valley Bank, our financial condition, results of operations, capital requirements
and other factors as our board of directors deems relevant.
DILUTION
If
you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference
between the public offering price per share and the net tangible book value per share of our common stock after this offering.
Our
net tangible book value as of March 31, 2021 was approximately $49.4 million, or $0.56 per share of our common stock.
Our net tangible book value is the amount of our total tangible assets less our total liabilities. Net tangible book value per
share represents net tangible book value divided by the total number of shares of our common stock outstanding as of March 31,
2021. Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by
purchasers of shares of common stock in this offering and the net tangible book value per share of our common stock immediately
after this offering.
After
giving effect to the issuance and sale of our common stock in the aggregate amount of $50,000,000 in this offering, at an assumed offering
price of $4.76 per share, the last reported sale price of our common stock on the Nasdaq on June 8, 2021, and after deducting estimated
offering commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2021 would
have been approximately $97.8 million, or $0.98 per share. This represents an immediate increase in as adjusted net tangible
book value of $0.42 per share to existing stockholders and an immediate dilution of $3.78 per share to new investors purchasing
securities in this offering.
The
following table illustrates this per share dilution:
Assumed offering price per share
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$
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4.76
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Net tangible book value per share as of March 31, 2021
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$
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0.56
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Increase in net tangible book value per share attributable to this offering
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0.42
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As adjusted net tangible book value per share as at March 31, 2021, after
giving effect to this offering
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0.98
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Dilution per share to new investors participating in this offering
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$
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3.78
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The
above discussion and table assumes for illustrative purposes that an aggregate of 10,504,202 shares of our common stock
are sold at a price of $4.76 per share, the last reported sale price of our common stock on the Nasdaq on June 8, 2021,
for aggregate gross proceeds of approximately $50,000,000. The shares sold in this offering, if any, will be sold from
time to time at various prices. An increase of $0.50 per share in the price at which the shares are sold from the assumed offering
price of $4.76 per share shown in the table above, assuming all of our common stock in the aggregate amount of $50,000,000
is sold at that price, would increase our adjusted net tangible book value per share after the offering by $0.01 per share
and would increase the dilution in net tangible book value per share to new investors in this offering by $0.49 per share,
after deducting estimated offering expenses and commissions payable by us. A decrease of $0.50 per share in the price at which
the shares are sold from the assumed offering price of $4.76 per share shown in the table above, assuming all of our common
stock in the aggregate amount of $50,000,000 is sold at that price, would decrease our adjusted net tangible book value per share
after the offering by $0.01 per share and would decrease the dilution in net tangible book value per share to new investors
in this offering by $0.49 per share, after deducting estimated offering expenses and commissions payable by us. This information
is supplied for illustrative purposes only.
The
information above is based on 88,914,128 shares of our common stock outstanding as of March 31, 2021, and excludes:
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3,135,662
shares of our common stock issuable upon exercise of warrants outstanding as of March 31, 2021, with exercise prices ranging from
$1.69 to $5.50 per share;
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1,128,000
shares of our common stock issuable upon exercise of options outstanding under our 2010 Stock Option Plan as of March 31, 2021, with
a weighted-average exercise price of $3.65 per share;
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9,907,000
shares of our common stock issuable upon exercise of options outstanding under our 2018 Equity Incentive Plan as of March 31, 2021, with
a weighted-average exercise price of $3.35 per share;
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201,000
restricted stock units issued to our executive officers under our 2018 Equity Incentive Plan; and
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456,000
shares of our common stock available for future grants under our 2018 Equity Incentive Plan as of March 31, 2021.
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To
the extent that any outstanding options or warrants are exercised, new options, restricted stock or restricted stock units are issued
under our Equity Incentive Plan or we otherwise issue additional shares of common stock or other equity or convertible debt securities
in the future, you will experience further dilution.
PLAN
OF DISTRIBUTION
We
have entered into the sales agreement with BTIG under which we may issue and sell shares of our common stock having an aggregate offering
price of up to $50,000,000 from time to time through BTIG, acting as our sales agent. Sales of our common stock, if any, under this prospectus
may be made in negotiated transactions, or by any method that is deemed to be an “at the market offering” as defined in Rule
415(a)(4) under the Securities Act, including sales made directly on Nasdaq or sales made to or through a market maker other than on
an exchange.
Each
time that we wish to issue and sell shares of our common stock under the sales agreement, we will provide BTIG with a placement notice
describing the amount of shares to be sold, the time period during which sales are requested to be made, any limitation on the amount
of shares of common stock that may be sold in any single day, any minimum price below which sales may not be made or any minimum price
requested for sales in a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice,
BTIG, acting as our sales agent, will use commercially reasonable efforts, consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the Nasdaq, to sell shares of our common stock under the terms
and subject to the conditions of the placement notice and the sales agreement. We or BTIG may suspend the offering of common stock pursuant
to a placement notice upon notice and subject to other conditions. BTIG, in its sole discretion, may decline to accept any placement
notice.
BTIG
will provide written confirmation to us no later than the opening of the trading day on the Nasdaq following the trading day on which
shares of our common stock are sold through BTIG as sales agent under the sales agreement. Each confirmation will include the number
of shares sold on the preceding day, the net proceeds to us and the commissions payable by us to BTIG in connection with the sales.
Settlement
for sales of common stock under the sales agreement will occur on the second trading day following the date on which such sales are made
(or on such other date as is industry practice for regular-way trading), unless otherwise specified in the applicable placement notice,
in return for payment of the net proceeds to us. There are no arrangements to place any of the proceeds of this offering in an escrow,
trust or similar account. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities
of The Depository Trust Company or by such other means as we and BTIG may agree upon.
We
will pay BTIG commissions for its services in acting as our sales agent in the sale of our common stock pursuant to the sales agreement.
BTIG will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on our
behalf pursuant to the sales agreement. We also have agreed to reimburse BTIG for its reasonable out-of-pocket expenses, including the
fees and disbursements of BTIG’s counsel, incurred in connection with entering into the sales agreement, in an amount not to exceed
$50,000, and fees and disbursements of BTIG’s counsel on a quarterly basis not to exceed $7,500.
We
estimate that the total expenses for this offering, excluding compensation payable to BTIG and certain expenses reimbursable to BTIG
under the terms of the sales agreement, will be approximately $185,000. The remaining sales proceeds, after deducting any expenses
payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the
sales, will equal our net proceeds for the sale of such common stock.
Because
there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and net proceeds
to us, if any, are not determinable at this time. The actual dollar amount and number of shares of common stock we sell through this
prospectus supplement will be dependent, among other things, on market conditions and our capital raising requirements.
We
will report at least quarterly the number of shares of common stock sold through BTIG under the sales agreement, the net proceeds to
us and the compensation paid by us to BTIG in connection with the sales of common stock.
In
connection with the sale of the common stock on our behalf, BTIG will be deemed to be an “underwriter” within the meaning
of the Securities Act, and the compensation of BTIG will be deemed to be underwriting commissions or discounts. We have agreed to provide
indemnification and contribution to BTIG against certain civil liabilities, including liabilities under the Securities Act or the Exchange
Act.
BTIG
will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement
if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. As our sales agent,
BTIG will not engage in any transactions that stabilizes our common stock.
The
offering pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the
sales agreement and (ii) termination of the sales agreement as permitted therein. We may terminate the sales agreement in our sole discretion
at any time by giving 10 days’ prior notice to BTIG. BTIG may terminate the sales agreement under the circumstances specified in
the sales agreement and in its sole discretion at any time by giving 10 days’ prior notice to us.
The
sales agreement has been filed as an exhibit to a current report on Form 8-K that we filed with the SEC in connection with this offering
and is incorporated into this prospectus supplement by reference.
BTIG
and/or its affiliates may in the future provide, various investment banking and other financial services for us, for which services may
in the future receive customary fees.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New
York. BTIG is being represented in connection with this offering by DLA Piper LLP (US), New York, New York.
EXPERTS
The
balance sheets of OncoCyte Corporation as of December 31, 2020 and 2019, and the related statements of operations, comprehensive loss,
stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, have been incorporated
by reference into this prospectus and the registration statement in reliance on the report of OUM & Co. LLP, an independent registered
public accounting firm, upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement does not contain all of the
information set forth in the registration statement and the exhibits to the registration statement. For further information with respect
to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits
and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person
to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front
page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered
by this prospectus supplement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically
with the SEC. The address for the SEC’s website is http://www.sec.gov.
Our
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and shall
not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
We
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports
and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus supplement. We incorporate by reference the following information or documents
that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General
Instructions of Form 8-K):
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 19, 2021, as amended by Form
10-K/A-1 filed with the SEC on April 30, 2021;
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Our
Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 17, 2021;
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Our
Current Reports on Form 8-K, filed with the SEC on January 21, 2021, February 2, 2021, February 3, 2021 February 4, 2021, February
5, 2021, February 25, 2021, March 1, 2021, April 19, 2021, as amended by Form 8-K/A-1 filed June 1, 2021 and May 21, 2021; and
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The
description of our common stock included in Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2020, as filed with the SEC on March 19, 2021; including any amendment or report (or exhibit to any such amendment or report) filed
for the purpose of updating that description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering (excluding those portions of such reports and documents furnished to, rather than filed with, the SEC) will also be
incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing
of such reports and documents.
Any
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this prospectus supplement or any additional prospectus supplements
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written
or oral request, a copy of any or all documents that are incorporated by reference into this prospectus supplement, but not delivered
with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference
into the documents that this prospectus supplement incorporates. You should direct any requests to:
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
PROSPECTUS
$240,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may, from time to time in one or more offerings, offer and sell up to $240.0 million in the aggregate of common stock, preferred stock,
warrants, units or any combination of the foregoing, either individually or as a combination of one or more of these securities. This
prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered
in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained
in this prospectus. We may sell these securities directly to investors, through agents designated from time to time or to or through
underwriters or dealers. See the section of this prospectus entitled “Plan of Distribution” for additional information.
If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of
such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of
such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Please
read carefully this prospectus, all applicable prospectus supplements, any related free writing prospectuses, and the documents incorporated
by reference herein and therein before you invest in any of our securities. This prospectus may not be used to offer or sell any securities
unless accompanied by the applicable prospectus supplement.
Our
common stock is traded on The Nasdaq Stock Market LLC, or the Nasdaq, under the symbol “OCX”. On May 26, 2021, the last reported
sales price of our common stock on the Nasdaq was $4.38 per share.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act,
and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our filings with
the Securities and Exchange Commission.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus, and under
similar headings in the documents incorporated by reference into this prospectus or any applicable prospectus supplement or any related
free writing prospectus for a discussion of the factors we urge you to consider carefully before deciding to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is June 8, 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, under
the Securities Act of 1933, as amended, of the Securities Act, using a “shelf” registration process. Under this process,
we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount
of $240.0 million of any of the securities described in this prospectus.
This
prospectus provides a general description of the securities we may offer. Each time we offer and sell securities under this prospectus,
we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of that
offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to a particular offering. The prospectus supplement and any related free writing prospectus may also add, update or change information
contained in this prospectus or in any documents that we have incorporated by reference into this prospectus with respect to that offering.
To the extent there is a conflict between any statement contained in this prospectus, any applicable prospectus supplement, any related
free writing prospectus or any document incorporated by reference into this prospectus, the statement in the document having the later
date modifies or supersedes the earlier statement.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document, and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or the time of any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since those dates.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
or the information contained in any free writing prospectus we have authorized for use in connection with a specific offering. We have
not authorized anyone to provide you with different or additional information. This prospectus is neither an offer to sell nor a solicitation
of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an
offer to buy securities where an offer or solicitation would be unlawful.
As
permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information
not contained in this prospectus. This prospectus also contains summaries of certain provisions of the documents described herein, but
all summaries are qualified in their entirety by reference to the actual documents. You may read the registration statement and the other
reports we file with the SEC, and you may obtain copies of the actual documents summarized herein (if and when filed with the SEC), at
the SEC’s website. See “Where You Can Find More Information.”
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document incorporated by reference
into this prospectus were made solely for the benefit of the parties to such agreement, including for the purpose of allocating risks
among such parties, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants do not purport to be accurate as of any date other than when made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current state of our affairs.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our diagnostic
tests, including data regarding the estimated size of those markets and their projected growth rates, as well as market research, estimates
and forecasts prepared by our management. We obtained the industry, market and other data throughout this prospectus from our own internal
estimates and research, as well as from publicly available information, industry publications and research, surveys and studies conducted
by third-parties, including governmental agencies.
Information
that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and
actual events or circumstances may differ materially from events and circumstances that are assumed in this information based on various
factors, including those discussed under the heading “Risk Factors” and elsewhere in this prospectus and in the documents
incorporated by reference. We believe that these sources and estimates are reliable but have not independently verified them and cannot
guarantee their accuracy or completeness. We caution you not to give undue weight to such projections, assumptions and estimates.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated by reference contain “forward-looking statements” that involve risks and uncertainties.
Our actual results could differ materially from those discussed in the forward-looking statements. All statements that are not purely
historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements
are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “seek,” “should,” “strategy,” “target,” “will,” “would”
and similar expressions or variations intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. These statements are based on the beliefs and assumptions of our management based on information currently available
to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual
results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed
in the Risk Factors sections and elsewhere in our Annual Reports on Form 10-K and in our Quarterly Reports on Form 10-Q and in
the other periodic reports and other filings that we file from time to time with the SEC. These factors and the other cautionary statements
made in this prospectus and the documents incorporated by reference herein should be read as being applicable to all related forward-looking
statements whenever they appear in this prospectus. The disclosure in this prospectus, including any forward-looking statement, speaks
only as of its date, the date of this prospectus, or the date of any document incorporated by reference into this prospectus, as applicable.
We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by law.
The
forward-looking statements in this prospectus and the information incorporated by reference include, among other things, statements about:
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the
timing and potential achievement of future milestones;
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the
timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services and
other third-party payers;
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our
plans to pursue research and development of laboratory test candidates;
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the
potential commercialization of our laboratory tests currently in development;
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the
timing and success of future clinical trials and the period during which the results of the clinical trials will become available;
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the
potential receipt of revenue from future sales of our current laboratory tests or tests in development;
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our
assumptions regarding obtaining reimbursement and reimbursement rates;
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our
estimates regarding future orders of laboratory tests and our ability to perform a projected number of tests;
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our
estimates and assumptions around patient populations, market size and price points for reimbursement for our laboratory tests
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our
estimates regarding future revenues and operating expenses, and future capital requirements;
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our
intellectual property position;
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the
impact of government laws and regulations;
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our
ability to expand our operations geographically in the United States and abroad;
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the
impact of the Covid-19 pandemic on our operations and demand for our diagnostic tests; and
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our
competitive position;
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Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement, and the accompanying prospectus
and the information incorporated into each by reference. It is not possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue
reliance on these forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results
may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this note. Before purchasing any shares of common stock, you should
consider carefully all of the risk factors set forth or referred to in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference that could cause actual results to differ.
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all
the information you should consider before investing in our securities pursuant to this prospectus. Before making an investment decision,
please carefully read this entire prospectus and the documents incorporated by reference into this prospectus, including the “Risk
Factors” section of our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and our financial
statements and the related notes incorporated by reference into this prospectus. In this prospectus, unless the context otherwise requires,
the terms “OncoCyte,” “we,” “us” or “our” refer to OncoCyte Corporation.
Overview
We
are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests (“LDTs”)
to serve unmet medical needs across the cancer care continuum. Our mission is to provide actionable information to physicians and patients
at critical decision points to optimize diagnosis and treatment decisions, improve patient outcomes, and reduce overall cost of care.
We have prioritized lung cancer as our first indication. Lung cancer remains the leading cause of cancer death in the United States,
despite the availability of molecular testing and novel therapies to treat patients.
Our
first commercial diagnostic test is a proprietary treatment stratification test called DetermaRx™ that identifies which patients
with early stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate.
We are also developing multi-gene molecular, laboratory-developed diagnostic tests that we have branded as DetermaIO™. DetermaIO™
is a proprietary gene expression assay with promising data supporting its potential to help identify patients likely to respond to checkpoint
inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including non-small
cell lung cancer (NSCLC), and triple negative breast cancer (TNBC). DetermaIO™ is presently available for research use but one
of our goals is to complete development of that assay and to make it available for clinical use later this year. We also perform assay
development and clinical testing services for pharmaceutical and biotechnology companies.
We
recently added to our diagnostic test pipeline DetermaCNI™, a patented, blood-based test for immunotherapy monitoring. DetermaCNI™
was developed by Chronix Biomedical, Inc., which we acquired through a merger in April 2021. We plan to make DetermaCNI™ available
initially as a research tool.
Other
tests in our development pipeline include DetermaTx™, a test that we are targeting for commercial launch later this year and that
is intended to compliment DetermaIO™ by assessing the mutational status of a tumor to help identify the appropriate targeted therapy.
We also plan to initiate the development of DetermaMx™ as a blood based test to monitor cancer patients for recurrence of their
disease.
Corporate
Information
We
were incorporated in 2009 in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California 92618.
Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be accessed through,
our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. Before making an investment decision with respect to our securities,
we urge you to carefully consider the risks, uncertainties and assumptions described in this prospectus, the applicable prospectus supplement
and the documents incorporated by reference herein and therein, including the risks described in Part I, Item 1A. Risk Factors
of our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q filed with the SEC. You should also
refer to the other information contained in this prospectus and the applicable prospectus supplement and the documents incorporated by
reference into this prospectus and the applicable prospectus supplement, including our financial statements and the notes to those statements
and the information set forth in the section entitled “Special Note Regarding Forward-Looking Statements.”
If
one or more of the adverse events relevant to those risks and uncertainties actually occurs, our business, financial condition, results
of operations, cash flows or prospects could be materially adversely affected. This could cause the trading price of our securities to
decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial also may have similar adverse effects on us.
USE
OF PROCEEDS
Except
as described in any prospectus supplement in connection with a specific offering, we intend to use the net proceeds from our sale of
the securities offered under this prospectus for working capital and general corporate purposes. The principal purposes for which we
intend to use the net proceeds from a specific offering and the approximate amounts intended to be used for each such purpose will be
set forth in the prospectus supplement relating to that offering.
DIVIDEND
POLICY
We
have never paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future as we intend
to retain our capital resources for reinvestment in our business. Under an existing credit agreement with Silicon Valley Bank, we have
agreed not to pay dividends or to make any distributions or to redeem to repurchase any capital stock without Silicon Valley Bank’s
prior written consent. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be
dependent upon the repayment of the loans from Silicon Valley Bank, our financial condition, results of operations, capital requirements
and other factors as our board of directors deems relevant.
SECURITIES
THAT MAY BE OFFERED
We
may offer shares of common stock, shares of preferred stock, warrants, units consisting of a combination of the foregoing securities
or any other combination of the foregoing. We may offer up to $240.0 million of securities under this prospectus. The prices and terms
of any offering will be determined by market conditions at the time of offering. We may issue preferred stock that is exchangeable for
or convertible into common stock or any of the other securities that may be sold under this prospectus. Each time we offer securities
under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other
important terms of the securities being offered.
The
summaries below provide a general description of the securities we may offer and are not intended to be complete. The particular terms
of any security will be described in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement,
documents incorporated by reference or any related free writing prospectus, summarizes the material terms and provisions of our common
stock that we may offer, and the preferred stock that we may offer, under this prospectus. We will describe the particular terms of any
class or series of these securities in more detail in the applicable prospectus supplement. The description of our capital stock below
is summarized from, and qualified in its entirety by reference to, our Articles of Incorporation and our Bylaws, in each case, as amended
and as in effect on the date of this prospectus, each of which has been publicly filed with the SEC. Certain terms of our capital stock
described below are also based on the California Corporations Code as in existence on the date of this prospectus, and may be affected
by future amendments to such code.
General
Our
Articles of Incorporation currently authorizes the issuance of up to 150,000,000 shares of common stock, no par value, and up to 5,000,000
shares of preferred stock, no par value. As of May 10, 2021, there were 89,833,751 shares of common stock outstanding.
Common
Stock
Each
holder of record of common stock is entitled to one vote for each outstanding share owned, on every matter properly submitted to the
shareholders for their vote.
Subject
to any dividend rights of holders of any of the preferred stock that we may issue from time to time, holders of common stock are entitled
to any dividend declared by our board of directors out of funds legally available for that purpose. We have never paid cash dividends
on our capital stock and we do not anticipate paying cash dividends in the foreseeable future as we intend to retain our capital resources
for reinvestment in our business.
Subject
to the prior payment of any liquidation preference to holders of any preferred stock that we may issue from time to time, holders of
common stock are entitled to receive on a pro rata basis all of our remaining assets available for distribution to the holders of common
stock in the event of the liquidation, dissolution, or winding up of our operations. Holders of our common stock do not have any preemptive,
subscription, or redemption rights. All of the outstanding shares of our common stock are fully paid and non-assessable. The shares of
common stock offered under this prospectus or upon the conversion of any preferred stock or exercise of any warrants offered pursuant
to this prospectus, when paid for and issued in accordance with the applicable definitive documents under which they are to be issued,
will also be fully paid and non-assessable.
Our
common stock is listed on the Nasdaq under the symbol “OCX.”
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New
York 11219.
Preferred
Stock
We
may issue preferred stock in one or more series, at any time, with such rights, preferences, privileges and restrictions as our board
of directors may determine, all without further action of our shareholders. Any series of preferred stock which may be authorized by
our board of directors in the future may be senior to and have greater rights and preferences than our common stock. There are no shares
of preferred stock presently outstanding and we have no present plan, arrangement, or commitment to issue any preferred stock.
The
rights, privileges, preferences and restrictions of any class or series of preferred stock may be subordinated to, pari passu with
or senior to any of those of any present or future class or series of preferred stock or common stock. Our board of directors is also
expressly authorized to increase or decrease the number of shares of any series, but subsequent to the issue of shares of that series
the number of shares of the series may not be decreased below the number of such shares then outstanding. The issuance of preferred stock
may have the effect of decreasing the market price of our common stock and may adversely affect the voting power of holders of our common
stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation. In addition,
the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in our control or other corporate
action.
The
particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges,
liquidation preferences, voting rights, dividend rights or conversion rights, will be more fully described in the applicable prospectus
supplement relating to the preferred stock offered thereby. The applicable prospectus supplement will specify the terms of the class
or series of preferred stock we may offer, including:
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the
distinctive designation and the maximum number of shares in the class or series;
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the
number of shares we are offering and the purchase price per share;
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the
liquidation preference, if any;
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the
terms on which dividends, if any, will be paid;
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the
voting rights, if any;
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the
terms and conditions, if any, on which the shares of the class or series shall be convertible into, or ex-changeable for, shares
of any other class or series of authorized capital;
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the
terms on which the shares may be redeemed, if at all;
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any
listing of the preferred stock on any securities exchange or market;
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a
discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; and
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any
or all other preferences, rights, restrictions, including restrictions on transferability and qualifications of shares of the class
or series.
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DESCRIPTION
OF WARRANTS
General
We
may offer warrants for the purchase of shares of common stock, shares of preferred stock or the other securities registered hereby, in
one or more series. We may issue the warrants by themselves or together with common stock, preferred stock, other warrants or units,
and the warrants may be attached to or separate from any offered securities. While the terms we have summarized below will apply generally
to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may
offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered
by a prospectus supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference from another
report that we file with the SEC, the form of warrant or warrant agreement, which may include a form of warrant certificate, as applicable,
that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants. We
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent
will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for
or with any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants
and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant or
warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus
supplement and any related free writing prospectus, as well as the complete form of warrant or the warrant agreement and warrant certificate,
as applicable, that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be issued;
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the
currency or currencies (including composite currencies) in which the price of such warrants may be payable;
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of
such warrants;
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the
price at which the securities purchasable upon exercise of such warrants may be purchased;
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the
date on which the right to exercise such warrants will commence and the date on which such right shall expire;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants;
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if
applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
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if
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued
with each such security;
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if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information
with respect to book-entry procedures, if any;
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the
terms of any rights to redeem or call the warrants;
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U.S.
federal income tax consequences of holding or exercising the warrants, if material; and
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any
other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.
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Each
warrant will entitle its holder to purchase the number of securities at the exercise price set forth in, or calculable as set forth in,
the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants
offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close of
business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business
on the expiration date, unexercised warrants will become void.
We
will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement
or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as applicable,
properly completed and duly executed at the corporate trust office of any warrant agent, or any other office (including ours) indicated
in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If less
than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate,
as applicable, will be issued for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders
of the warrants may surrender securities as all or part of the exercise price for warrants.
Prior
to the exercise of any warrants to purchase common stock or preferred stock, holders of the warrants will not have any of the rights
of holders of common stock or preferred stock purchasable upon exercise, including the right to vote or to receive any payments of dividends
or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable upon exercise, if any.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered by a prospectus
supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference from another
report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any related free
writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We
may offer units comprised of any combination of our common stock, preferred stock, warrants or other units, in one or more series. Each
unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described below; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those described in the sections of this prospectus titled “Description of Capital
Stock” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock or
warrant included in each unit, respectively.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We
and any unit agent (including any of its agents) may treat the registered holder of any unit certificate as an absolute owner of the
units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell our securities directly to one or more investors. We may also sell our securities through agents designated from time to time
or to or through underwriters or dealers. The applicable prospectus supplement and any related free writing prospectus will describe
the terms of the offering of the securities, including, to the extent applicable:
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name or names of any agents, underwriters or dealers;
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the
purchase price of the securities being offered and the net proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchanges or markets on which such securities may be listed.
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may distribute our securities from time to time in one or more transactions at:
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a
fixed price or prices, which may be changed from time to time;
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market
prices prevailing at the time of sale;
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prices
related to such prevailing market prices; or
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negotiated
prices.
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Agents
We
may designate agents who agree to use their reasonable efforts to solicit purchases of our securities for the period of their appointment
or to sell our securities on a continuing basis. We will name any agent involved in the offering and sale of securities and we will describe
any fees or commissions we will pay the agent in the applicable prospectus supplement.
Underwriters
If
we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may
resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions
set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated to purchase all
the securities of the series offered if they purchase any of the securities of that series. We may change from time to time any public
offering price and any discounts or concessions the underwriters allow or reallow or pay to dealers. We may use underwriters with whom
we have a material relationship. We will name any underwriter involved in the offering and sale of securities, describe any discount
or other compensation and describe the nature of any material relationship in any applicable prospectus supplement. Only underwriters
we name in the prospectus supplement will be underwriters of the securities offered by that prospectus supplement.
We
may have agreements with the agents and underwriters to indemnify them against specified civil liabilities related to offerings under
this prospectus, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters
may make with respect to these liabilities.
Underwriters,
dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts
and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents
and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified
civil liabilities related to offerings under this prospectus, including liabilities under the Securities Act, or contribution with respect
to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in
transactions with or perform services for us in the ordinary course of their businesses.
Trading
Markets and Listing of Securities
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is currently listed on the Nasdaq. We may elect to list or qualify for trading any
other class or series of securities on any securities exchange or other market, but we are not obligated to do so. It is possible that
one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market
for any of the securities.
Stabilization
Activities
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act of 1934, as amended, or the Exchange Act. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do
not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price
of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at
any time.
Passive
Market Making
Any
underwriter who is a qualified market maker on the Nasdaq may engage in passive market making transactions in securities listed on the
Nasdaq in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement
of offers or sales of the securities. A passive market maker must comply with applicable volume and price limitations and must be identified
as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the any common stock, preferred stock, warrants or units
offered under this prospectus and any supplement hereto will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New
York.
EXPERTS
The
balance sheets of OncoCyte Corporation as of December 31, 2020 and 2019, and the related statements of operations, comprehensive loss,
stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020, have been incorporated by
reference into this prospectus and the registration statement in reliance on the report of OUM & Co. LLP, an independent registered
public accounting firm, upon the authority of said firm as experts in auditing and accounting.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus. Statements contained in documents that we file with the SEC and that are
incorporated by reference into this prospectus will automatically update and supersede information contained in this prospectus, including
information in previously filed documents or reports that have been incorporated by reference into this prospectus, to the extent the
new information differs from or is inconsistent with the old information. We incorporate by reference the following information or documents
that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General
Instructions of Form 8-K):
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 19, 2021, as amended by Form 10-K/A-1 filed with the SEC on April 30, 2021;
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Our
Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 17, 2021;
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Our
Current Reports on Form 8-K, filed with the SEC on January 21, February 2, February 3, February 4, February 5, February 25, March 1,
April 19, and May
21, 2021; and
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The
description of our common stock included in Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2020, as filed with the SEC on March 19, 2021; including any amendment or report (or exhibit to any such amendment or report) filed
for the purpose of updating that description.
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All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding those portions of such
documents furnished to, rather than filed with, the SEC) (i) after the initial filing date of the registration statement of which this
prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and
prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus from the date of filing
of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace
information previously filed with the SEC. To the extent that any information contained in any current report on Form 8-K or any exhibit
thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral
request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus,
other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus
incorporates. You should direct any requests to:
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the
registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information.
We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically
with the SEC. The address for the SEC’s website is http://www.sec.gov.
Our
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and shall
not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
We
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports
and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
Up
to $50,000,000
Common
Stock
Prospectus
Supplement
BTIG
June
11, 2021
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