Current Report Filing (8-k)
November 14 2019 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): November 14, 2019
OncoCyte
Corporation
(Exact
name of registrant as specified in its charter)
California
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1-37648
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27-1041563
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1010
Atlantic Avenue
Suite
102
Alameda,
California 94501
(Address
of principal executive offices)
(510)
775-0515
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, no par value
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OCX
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NYSE
American
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Forward-Looking
Statements
Any
statements that are not historical fact (including, but not limited to statements that contain words such as “may,”
“will,” “believes,” “plans,” “intends,” “anticipates,” “expects,”
“estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual
results to differ materially from the results anticipated in these forward-looking statements are contained in OncoCyte Corporation’s
Form 10-K and Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors”
and other filings that OncoCyte may make with the SEC. Undue reliance should not be placed on these forward-looking statements
which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as
required by law, OncoCyte disclaims any intent or obligation to update these forward-looking statements.
References
to “OncoCyte,” “we” or “us” are references to OncoCyte Corporation.
The
information in Item 2.02 and the accompanying Exhibit 99.1 shall be deemed “furnished” and not “filed”
under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any filings made by OncoCyte under the Securities
Act of 1933, as amended, or the Exchange Act except as may be expressly set forth by specific reference in such filing.
Section
2 - Financial Information
Item
2.02 - Results of Operations and Financial Condition
On
November 14, 2019, OncoCyte issued a press release announcing its financial results for the three and nine months ended September
30, 2019. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
OncoCyte
also announced its cash balance as of September 30, 2019 and its operating expenses for the quarter ended September 30, 2019 in
its prospectus supplement dated November 13, 2019, filed with the Securities and Exchange Commission on November 14, 2019.
Item
9.01 - Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ONCOCYTE
CORPORATION
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Date:
November 14, 2019
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By:
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/s/
Mitchell Levine
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Mitchell
Levine
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Chief
Financial Officer
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