Current Report Filing (8-k)
September 28 2020 - 11:14AM
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): September 28, 2020
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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15
Cushing
Irvine,
California 92618
(Address
of principal executive offices)
(949)
409-7600
(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
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”)
under the heading “Risk Factors” and in 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,” “us,” and “our” are references to OncoCyte Corporation.
Item
1.01 - Entry Into a Material Definitive Agreement
The
information reported in Item 5.02 is incorporated by reference into this Item 1.01.
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On September 28, 2020,
the full-time employment of Albert Parker, our Chief Operating Officer and Secretary, Tony Kalajian, our Chief Accounting Officer,
and Lyndal Hesterberg, our Chief Scientific Officer, was terminated as part of a cost savings plan, and Mr. Parker, Mr. Kalajian,
and Dr. Hesterberg (each an “Executive”) accepted our offer to continue to serve temporarily in their current positions
on a part-time “at will” basis under the terms of a Reduction in Salary Agreement. We anticipate that the part-time
employment of each Executive will terminate on December 18, 2020 but either we or any Executive may
determine to terminate his part-time employment on an earlier date.
During
the period of part-time employment, the Executive will receive 50% of his regular bi-weekly salary and will remain eligible to
participate in Oncocyte’s employee benefit plans and Equity Incentive Plan, but will no longer accrue paid time off. The
Executive’s salary deferral under the terms of his salary deferral agreement will end on September 28 and the Executive’s
accrued deferred salary plus accrued interest will become payable on the earlier of the date provided in the Executive’s
salary deferral agreement or the date of termination of the Executive’s employment.
The
foregoing description of the terms of each Executive’s Reduction in Salary Agreement is a summary only, does not purport
to be complete, and is qualified by the full text of the applicable Reduction in Salary Agreement filed as an Exhibit to this
Report.
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:
September 28, 2020
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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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