Securities Registration: Employee Benefit Plan (s-8)
July 07 2021 - 4:06PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 7, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
ONCOCYTE
CORPORATION
(Exact
name of Registrant as specified in charter)
California
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27-1041563
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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15
Cushing, Irvine, California
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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2018
Equity Incentive Plan
(Full
title of the plan)
MITCHELL
LEVINE
Chief
Financial Officer
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(Name
and address of agent for service)
(949)
409-7600
(Telephone
number, including area code, of agent for service)
Copies
of all communications, including all communications sent to the agent for service, should be sent to:
RICHARD
S. SOROKO, ESQ.
Thompson
Welch Soroko & Gilbert LLP
3950
Civic Center Drive, Suite 300
San
Rafael, California 94903
Tel.
(415) 448-5000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
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Emerging
growth company ☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
registered
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Proposed
maximum offering
price per share(1)
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Proposed maximum aggregate offering
price(1)
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Amount of
registration
fee(1)
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Common Stock, no par value(2)
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10,000,000
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$
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5.72
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$
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57,200,000.00
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$
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6,240.52
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Total Registration Fee
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$
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6,240.52
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(1)
Determined pursuant to Rule 457(c) and (h).
(2)
Includes shares issuable directly or upon the exercise of stock options or in settlement of restricted stock units. Pursuant to Rule
416, this Registration Statement also includes an indeterminate number of shares of common stock that may be subject to issuance as a
result of anti-dilution and other provisions of the Plan.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
This
Registration Statement on Form S-8 under the Securities Act of 1933, as amended, is being filed by OncoCyte Corporation (“OncoCyte”)
pursuant to General Instruction E to Form S-8 to register an additional 10,000,000 shares of OncoCyte common stock, no par value (“Shares”),
including shares issuable directly or upon the exercise of stock options or in settlement of restricted stock units under an amendment
to the OncoCyte 2018 Equity Incentive Plan.
The
content of Registration Statement on Form S-8, File No. 333-227118, filed with the Securities and Exchange Commission (“SEC”)
on August 30, 2018, is incorporated by reference.
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”), are
incorporated herein by reference:
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●
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The
Registrant’s 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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●
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Registrant’s
Quarterly Report on Form 10-Q for the three month period ended March 31, 2021 filed with
the SEC on May 17, 2021;
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●
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The
Registrant’s 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, May 21, 2021, June 14, 2021, and June 28, 2021; provided, however, that any information furnished under Items 2.02
or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed
with the SEC, are not be incorporated by reference herein; and
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●
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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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In
addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the
date this offering is terminated or completed and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be part thereof from the date of filing of such documents; provided, however, that any information
furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather than filed with the SEC,
shall not be incorporated by reference herein.
Any
statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated
by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item
8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Alameda, State of California on July 7, 2021.
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ONCOCYTE
CORPORATION
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By
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/s/
Ronald Andrews
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Ronald Andrews
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Chief
Executive Officer and Director
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July
7, 2021
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Ronald
Andrews
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(Principal
Executive Officer)
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/s/
Mitchell Levine
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Chief
Financial Officer and Treasurer
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July
7, 2021
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Mitchell
Levine
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(Principal
Financial Officer)
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/s/
Li Yu
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Vice
President, Controller
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July
7, 2021
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Li
Yu
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(Principal
Accounting Officer)
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/s/
Andrew Arno
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Director
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July
7, 2021
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Andrew
Arno
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/s/
Jennifer Levin Carter
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Director
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July
7, 2021
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Jennifer
Levin Carter
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/s/
Melinda Griffith
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Director
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July
7, 2021
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Melinda
Griffith
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/s/
Alfred D. Kingsley
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Director
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July
7, 2021
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Alfred
D. Kingsley
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/s/
Andrew Last
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Director
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July
7, 2021
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Andrew
Last
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/s/
Cavan Redmond
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Director
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July
7, 2021
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Cavan
Redmond
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