Current Report Filing (8-k)
May 30 2018 - 4:47PM
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):
May 30, 2018
OncoCyte
Corporation
(Exact
name of registrant as specified in its charter)
California
|
|
1-37648
|
|
27-1041563
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
1010
Atlantic Avenue
Suite
102
Alameda,
California 94501
(Address
of principal executive offices)
(510)
775-0515
(Registrant’s
telephone number, including area code)
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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”) are forward-looking statements. Many factors could cause actual results to differ materially from the
results anticipated in these forward-looking statements, including risks and uncertainties disclosed in the Forms 10-K and 10-Q
and other filings made by OncoCyte Corporation (“
OncoCyte
”) with the Securities and Exchange Commission from
time to time. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are
made. Except as required by law, OncoCyte disclaims any intent or obligation to update these forward-looking statements.
Item
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On
May 23, 2018, the Compensation Committee (the “
Committee
”) of OncoCyte’s Board of Directors granted
William Annett, as part of his 2018 annual executive compensation, an option to acquire up to 180,000 shares of OncoCyte’s
common stock at an exercise price of $2.35 per share, which was the closing price per share from the immediately prior trading
day. This option vests as to 25% of the shares upon completion of the clinical utility study for
OncoCyte’s
DetermaVu product candidate (“
Clinical Validation
”) and OncoCyte has received a publication date for
a full article describing those results, and as to the remaining shares upon o
btaining a Medicare local coverage determination
for
OncoCyte’s DetermaVu product candidate (the “
LCD Approval
”)
.
On
May 23, 2018, the Committee granted Mitchell Levine, pursuant to his offer letter with OncoCyte, an option to acquire up to 50,000
shares of OncoCyte’s common stock at an exercise price of $2.35 per share. This option vests as to 25% of the shares on
the one-year anniversary of the grant date and thereafter in 36 equal monthly installments.
On
May 23, 2018, the Committee granted Lyndal Hesterberg, Mitchell Levine, Kristine Mechem, as part of their 2018 annual executive
compensation, options to acquire 150,000, 125,000 and 125,000 shares of OncoCyte’s common stock, respectively, at an exercise
price of $2.35 per share. These options vest as to one-third of the shares on each of the Clinical Validation, the filing of the
Medicare dossier for the Medicare LCD (the “
LCD Filing
”), and the LCD Approval.
In
addition to these awards, the Committee also
granted
various non-executive employees and consultants, as part of their 2018 annual compensation, options to acquire up to 375,200 shares
of OncoCyte’s common stock at an exercise price of $2.35 per share. These options vest as to one-third of the shares on
each of the Clinical Validation, the LCD Filing, and the LCD Approval.
In
addition, OncoCyte continues to consider cost-reduction efforts, including potential option awards to employees (including executives)
for accepting sabbaticals or for accepting reduced salary.
Item
8.01 – Other Events
On
May 7, 2018, OncoCyte filed a preliminary information statement relating to a potential increase in its authorized common stock
to be approved by holders of a majority of its outstanding common stock as of May 17, 2018. This action will no longer be
taken by this written consent process and, accordingly, a definitive information will not be filed or mailed to shareholders.
The action may be included as an agenda item for the 2018 annual meeting of all OncoCyte shareholders.
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.
|
ONCOCYTE
CORPORATION
|
|
|
|
Date:
May 30, 2018
|
By:
|
/s/
William Annett
|
|
|
William
Annett
|
|
|
President
and Chief Executive Officer
|
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Mar 2024 to Apr 2024
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Apr 2023 to Apr 2024