SELLING
SHAREHOLDERS
This
prospectus relates to the offering of up to 9,436,465 shares of our common stock issued or to be issued to the selling shareholders named
herein in connection with our acquisitions of Razor Genomics, Inc. (“Razor”) and Chronix Biomedical, Inc. (“Chronix”)
in the first half of 2021.
Resale
Shares Issued in Connection with our Acquisition of Razor
We
issued 982,318 of the Resale Shares (“Razor Resale Shares”) to certain selling shareholders on or about February 24, 2021
pursuant to a Subscription and Stock Purchase Agreement, dated September 4, 2019 (“Razor Purchase Agreement”), by and among
Oncocyte, Encore Clinical, Inc. (“Encore”), and Razor, and pursuant to certain Minority Holder Stock Purchase Agreements
of like tenor with the shareholders of Razor other than Encore (“Minority Purchase Agreements”). As
a result of the acquisition, Razor is now a wholly-owned subsidiary of Oncocyte. The Razor Resale Shares were issued to the former shareholders
of Razor without registration under the Securities Act in reliance on an exemption from registration under Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder.
Resale
Shares Issued and Issuable in Connection with our Acquisition of Chronix
In
connection with our acquisition of Chronix pursuant
to the Amended and Restated Agreement and Plan of Merger (“Merger Agreement”), dated as of April 15, 2021 (“Closing
Date”), by and among the Company, CNI Monitor Sub, Inc., Chronix, the shareholders party thereto and David MacKenzie as the equityholder
representative, we delivered 647,911 shares of our common stock (“Chronix Closing Shares”) as of the Closing Date to certain
selling shareholders pursuant to the Merger Agreement. We may also issue up to 7,213,089
Earnout Shares that may become issuable to certain selling shareholders as earnout payments pursuant
to the terms of the Merger Agreement contingent upon the achievement of milestones specified in the Merger Agreement and/or up to 593,147
Restructured Shares that may become issuable to certain named selling shareholders as payments for restructured liabilities incurred
by Chronix pursuant to the terms of agreements between us and such selling shareholders contingent upon whether we elect to pay all of
a portion of the payments to the selling shareholder in shares of our common stock. However, pursuant to the Merger Agreement, we cannot
issue all 7,213,089 Earnout Shares and all 593,147 Restructured Shares because the maximum number of our shares of common stock issuable
under the Merger Agreement is 7,861,000 which is inclusive of the Chronix Closing Shares we have already issued. Nonetheless, we have
included the maximum number of Earnout Shares and Restructured Shares in the total Resale Shares registered for resale pursuant to this
prospectus because we have not yet determined the actual number of Earnout Shares and/or Restructured Shares we will issue in lieu of
cash if the milestones set forth in the Merger Agreement are achieved. The shares issued pursuant to the Merger Agreement were or will
be issued without registration under the Securities Act in reliance on an exemption from registration under Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder to persons reasonably believed to be “accredited investors” as defined
in Rule 501 under the Securities Act, or pursuant to Regulation S under the Securities Act to non-U.S. persons located outside the United
States.
The
Earnout Shares have not been earned and have not been issued as of the date of this prospectus. The Merger Agreement provides for earnout
payments of up to $14 million upon the achievement of certain milestones set forth therein, subject to offset for certain liabilities
of Chronix. For purposes of this prospectus, we have calculated the number of Earnout Shares based on the assumption that the maximum
number of shares of our common stock that remains available for issuance pursuant to the Merger Agreement may be issued as earnout payments.
The actual number of Earnout Shares issued to the selling shareholders as earnout payments, if any, could be materially less than 7,213,089
shares of common stock depending on (a) whether and to what extent the applicable future milestones are achieved, (b) the amount of offsets
for certain liabilities of Chronix, (c) whether we elect to pay all or a portion of the earnout payments to the selling shareholders
in shares of our common stock, and (d) the actual closing price of our common stock on the trading day immediately preceding the date
upon which we publicly announce that a milestone has been satisfied. Similarly, the Restructured Shares have not been issued as of the
date of this prospectus, and the actual number of Restructured Shares issued to the selling shareholders as payments for restructured
liabilities, if any, could be materially less than 593,147 shares of common stock depending on whether we elect to pay all or a portion
of the restructured liabilities to certain of the selling shareholders in shares of our common stock. As such, we will not issue all
of the 9,436,465 shares of our common stock registered for resale pursuant to this prospectus. This presentation is not intended to constitute
an indication or prediction of whether any of the future milestones will be achieved or the future market price of our common stock.
Certain
Information Concerning the Selling Shareholders
The
following table sets forth, based on information provided to us by or on behalf of the selling shareholders or known to us, the names
of the selling shareholders, the nature of any position, office or other material relationship, if any, which the selling shareholders
have had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common
stock beneficially owned by the selling shareholders before and after this offering. The number of shares owned are those beneficially
owned, as determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power
or investment power and any shares of common stock that the person has the right to acquire within 60 days through the exercise of any
option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation
of a trust, discretionary account or similar arrangement. Except as otherwise set forth herein, none of the selling shareholders are
a broker-dealer or an affiliate of a broker-dealer.
For
each selling shareholder listed on the table, we have calculated the maximum number of Resale Shares that could potentially become saleable
by such selling shareholder pursuant to this prospectus if such selling shareholder were to receive the maximum number of Earnout Shares
and Restructured Shares issuable to such selling shareholder under the Merger Agreement.
When those individual amounts are aggregated, it suggests that the total number of Resale Shares saleable pursuant to this prospectus
is 9,436,465. However, the total number of Resale Shares saleable pursuant to this prospectus will not exceed an aggregate of 8,843,318
shares because if any of the 593,147 Restructured Shares are issued to some of the selling shareholders then the same number of Earnout
Shares will be deducted from other selling shareholders, who may receive cash in lieu of shares, because the maximum number of our shares
we can issue under the Merger Agreement cannot exceed 7,861,000 shares. We have already issued the Chronix Closing Shares under the Merger
Agreement, and we can only issue up to 7,213,089 additional
shares as Earnout Shares and/or Restructured Shares under the Merger Agreement.
For
purposes of calculating the number of Resale Shares saleable pursuant to this prospectus, we have assumed that all of the Resale Shares
issued or issuable to the selling shareholders covered by this prospectus are sold and that the selling shareholders acquire no additional
shares of common stock before the completion of this offering. However, because the selling shareholders can offer all, some, or none
of their Resale Shares, no definitive estimate can be given as to the number of Resale Shares that the selling shareholders will ultimately
offer or sell under this prospectus or the number of Resale Shares that will be held by the selling shareholders upon termination of
this offering.
|
|
Beneficial
Ownership
of
Common
Stock Prior
to
the Offering
|
|
|
Common
Stock
Saleable
Pursuant
|
|
|
|
Beneficial
Ownership
of
Common
Stock After
the
Offering (1)
|
|
|
|
Number of
|
|
|
Percent of
|
|
|
to
This
|
|
|
|
Number of
|
|
|
Percent of
|
|
Name
of Selling Shareholder1
|
|
Shares
|
|
|
Class
(2)
|
|
|
Prospectus
|
|
|
|
Shares
|
|
|
Class
(2)
|
|
A.
MIGUEZ & C. PARADA
|
|
|
0
|
|
|
|
0
|
%
|
|
|
13,086
|
|
(3)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADAMS
FAMILY TRUST (4)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
4,139
|
|
(5)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADV
MED HOLDING (6)
|
|
|
4,773
|
|
|
|
*
|
|
|
|
146,487
|
|
(7)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALEJANDRO
PODGAEZKY
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(8)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALEKSANDER
WITOLD WIERCINSKI
|
|
|
2,281
|
|
|
|
*
|
|
|
|
98,201
|
|
(9)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALLEN
FINCH
|
|
|
477
|
|
|
|
*
|
|
|
|
4,582
|
|
(10)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMY
S. ULLMAN
|
|
|
7,777
|
|
|
|
*
|
|
|
|
49,166
|
|
(11)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANDREW
BENSON
|
|
|
1,166
|
|
|
|
*
|
|
|
|
11,197
|
|
(12)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANISUZ
CHOWDHURY
|
|
|
0
|
|
|
|
0
|
%
|
|
|
13,086
|
|
(13)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANNA
METAXATOU
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(14)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANTONIO
FERREIRO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
18,120
|
|
(15)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTHUR
RODERICK MACKENZIE
|
|
|
0
|
|
|
|
0
|
%
|
|
|
17,916
|
|
(16)
|
|
|
0
|
|
|
|
0
|
%
|
ASPAROUH
ALEXANDROV
|
|
|
0
|
|
|
|
0
|
%
|
|
|
6,040
|
|
(17)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEATRIZ
ENCINAS
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(18)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEAUFORT
NOMINEES LTD (19)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
25,167
|
|
(20)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEHEKO
CORP. LTD (21)
|
|
|
4,773
|
|
|
|
*
|
|
|
|
394,036
|
|
(22)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BENALMEDA
FOUNDATION (23)
|
|
|
1,194
|
|
|
|
*
|
|
|
|
11,464
|
|
(24)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BOUSTEAD
COMPANY LIMITED (25)
|
|
|
61,805
|
|
|
|
*
|
|
|
|
61,805
|
|
(26)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BOUSTEAD
SECURITIES LLC (27)
|
|
|
131,630
|
|
|
|
*
|
|
|
|
193,380
|
|
(28)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BYZANTINE
PARTNERS (29)
|
|
|
10,249
|
|
|
|
*
|
|
|
|
261,520
|
|
(30)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARLOS
JUNCO & ROSA MARIA RENEDO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
8,053
|
|
(31)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHARLES
SPENCER-SMITH
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(32)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHARLOTTE
MARIE KEATING, AS ADMINISTRATOR OF VICTOR MORRISH’S ESTATE
|
|
|
18,643
|
|
|
|
*
|
|
|
|
178,958
|
|
(33)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLARA
BASILE LIVING TRUST DTD 5/24/06 (34)
|
|
|
2,386
|
|
|
|
*
|
|
|
|
43,611
|
|
(35)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSTANCE
WOLF LIVING TRUST (36)
|
|
|
1,193
|
|
|
|
*
|
|
|
|
11,455
|
|
(37)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORIL
HOLDINGS LTD (38)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
42,025
|
|
(39)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRICKLADE
INVESTMENTS LTD. (40)
|
|
|
4,833
|
|
|
|
*
|
|
|
|
46,394
|
|
(41)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DANAE
PAPASTAMATI & ELLI KINATOU
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(42)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DANIEL
B. DEBRA
|
|
|
0
|
|
|
|
0
|
%
|
|
|
21,252
|
|
(43)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAVID
R. MACKENZIE
|
|
|
82,669
|
(44)
|
|
|
*
|
|
|
|
17,916
|
|
(45)
|
|
|
82,669
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEBORAH
CAROL COOPER
|
|
|
0
|
|
|
|
0
|
%
|
|
|
2,069
|
|
(46)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISRUPTIVE
VENTURES INC. (47)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
17,916
|
|
(48)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DONALD
L. MACKENZIE
|
|
|
0
|
|
|
|
0
|
%
|
|
|
17,916
|
|
(49)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOROTA
LANGE-SOCHA
|
|
|
4,897
|
|
|
|
*
|
|
|
|
47,012
|
|
(50)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DR.
GERD BOHMER
|
|
|
1,450
|
|
|
|
*
|
|
|
|
13,922
|
|
(51)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DR.
HELMUT WAGNER
|
|
|
13,266
|
|
|
|
*
|
|
|
|
379,015
|
|
(52)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DR.
JAMAL Y.A. ALTARKAIT
|
|
|
0
|
|
|
|
0
|
%
|
|
|
29,632
|
|
(53)
|
|
|
0
|
|
|
|
0
|
%
|
DR.
MED CLAUDIA STOLTE
|
|
|
1,450
|
|
|
|
*
|
|
|
|
13,922
|
|
(54)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DR.
RALF GLAUBITZ (55)
|
|
|
13,297
|
|
|
|
*
|
|
|
|
127,647
|
|
(56)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ELLEN
ULLMAN
|
|
|
4,365
|
|
|
|
*
|
|
|
|
49,859
|
|
(57)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMERSON
STREET VENTURES (58)
|
|
|
51,806
|
|
|
|
*
|
|
|
|
194,506
|
|
(59)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMILIO
MARTINEZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
7,550
|
|
(60)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENERCHIEVE
VENTURES LIMITED (61)
|
|
|
27,213
|
|
|
|
*
|
|
|
|
261,229
|
|
(62)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRST
NATIONAL VENTURE CAPITAL (63)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
20,951
|
|
(64)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GABINO
LALINDE
|
|
|
1,775
|
|
|
|
*
|
|
|
|
32,143
|
|
(65)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GARETH
PICKERING
|
|
|
2,685
|
|
|
|
*
|
|
|
|
76,108
|
|
(66)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GARY
PALMER
|
|
|
2,386
|
|
|
|
*
|
|
|
|
22,910
|
|
(67)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GONZALO
PODGAEZKY
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(68)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS
BERENHOLZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
2,069
|
|
(69)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRY
R. WOLF
|
|
|
2,152
|
(70)
|
|
|
*
|
|
|
|
32,760
|
|
(71)
|
|
|
959
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HILLCREST
PHARMACIES LTD (72)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
37,750
|
|
(73)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGNACIO
RUZ & REYES VELAZQUEZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(74)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INNOCREATIVE
CAPITAL LLC (75)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
84,050
|
|
(76)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITZIAR
FERNANDEZ DE MENDIOLA
|
|
|
355
|
|
|
|
*
|
|
|
|
8,442
|
|
(77)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JACEK
KWASIEWSKI
|
|
|
1,194
|
|
|
|
*
|
|
|
|
11,464
|
|
(78)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JAMES
K. ROBERTSON, JR.
|
|
|
0
|
|
|
|
0
|
%
|
|
|
75,072
|
|
(79)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JAVIER
MIGUELEZ & DOLORES GONZALEZ
|
|
|
976
|
|
|
|
*
|
|
|
|
17,427
|
|
(80)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOAN
DYCK
|
|
|
1,193
|
|
|
|
*
|
|
|
|
11,455
|
|
(81)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOHN
CAMPBELL ROBERTSON
|
|
|
0
|
|
|
|
0
|
%
|
|
|
15,100
|
|
(82)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JONATHAN
FINNING
|
|
|
233
|
|
|
|
*
|
|
|
|
2,239
|
|
(83)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOSE
LUIS LACRUZ & MARINA SIFUENTES DE LACRUZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
15,100
|
|
(84)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOSE
MANUEL RUZ & MARIA AFRICA SAMPALO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(85)
|
|
|
0
|
|
|
|
0
|
%
|
JUAN
LAGO
|
|
|
1,710
|
|
|
|
*
|
|
|
|
16,423
|
|
(86)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUAN
PINUAGA
|
|
|
0
|
|
|
|
0
|
%
|
|
|
3,020
|
|
(87)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JURGEN
FRERIKS
|
|
|
1,418
|
|
|
|
*
|
|
|
|
13,616
|
|
(88)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KAREN
KNUDSON TRUST DTD 12/28/1999 (89)
|
|
|
2,386
|
|
|
|
*
|
|
|
|
43,605
|
|
(90)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KATINA
TEGOPOULOU & LEONIDAS TEGOPOULOS
|
|
|
710
|
|
|
|
*
|
|
|
|
11,851
|
|
(91)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEONIDAS
MAVROUDIS & VASILEOS MAVROUDIS
|
|
|
0
|
|
|
|
0
|
%
|
|
|
3,020
|
|
(92)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIMITLESS
EARTH PLC (93)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
251,665
|
|
(94)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIQUID
BIOPSY CENTER GMBH, GOTTINGEN (95)
|
|
|
10,613
|
|
|
|
*
|
|
|
|
101,880
|
|
(96)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONGTAIL
COVE LTD. (97)
|
|
|
4,833
|
|
|
|
*
|
|
|
|
46,394
|
|
(98)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LP
INVISO GMBH (99)
|
|
|
15,552
|
|
|
|
*
|
|
|
|
149,286
|
|
(100)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.
DWYER & CATHERINE HARDIMAN
|
|
|
2,386
|
|
|
|
*
|
|
|
|
73,243
|
|
(101)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MAITANE
MENDIOLA
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(102)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MANOLITA
HERRAEZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
3,020
|
|
(103)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARIA
LUISA GAVINO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
8,053
|
|
(104)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARK
STEPHENSON
|
|
|
0
|
|
|
|
0
|
%
|
|
|
7,550
|
|
(105)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARY
CORKE
|
|
|
0
|
|
|
|
0
|
%
|
|
|
17,916
|
|
(106)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARZIA
CARISSIMO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
8,053
|
|
(107)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEI
CHU
|
|
|
4,773
|
|
|
|
*
|
|
|
|
45,821
|
|
(108)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MICHAEL
A. FREEMAN REVOCABLE TRUST U/A DTD 12/02/2004 (109)
|
|
|
477
|
|
|
|
*
|
|
|
|
25,276
|
|
(110)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MICHAL
BARLOWSKI
|
|
|
1,193
|
|
|
|
*
|
|
|
|
11,455
|
|
(111)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MICHAEL
H. DAVIES
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(112)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIGUEL
ANGEL ACEBES & FRANCISCA MORENO
|
|
|
1,331
|
|
|
|
*
|
|
|
|
22,849
|
|
(113)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SINGER
1995 FAMILY TRUST (114)
|
|
|
4,773
|
|
|
|
*
|
|
|
|
301,469
|
|
(115)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MORSAL,
LLC (116)
|
|
|
959
|
|
|
|
*
|
|
|
|
9,210
|
|
(117)
|
|
|
0
|
|
|
|
0
|
%
|
MURATTI
TRADING S.A. (118)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(119)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NICOLAS
SANCHEZ
|
|
|
0
|
|
|
|
0
|
%
|
|
|
5,033
|
|
(120)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NIGEL
OXBROW & BINDY PEASE
|
|
|
0
|
|
|
|
0
|
%
|
|
|
25,167
|
|
(121)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NORMA
MACKENZIE
|
|
|
0
|
|
|
|
0
|
%
|
|
|
84,278
|
|
(122)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBERMAN/GARDNER
REVOCABLE TRUST DTD 10/09/2021 (123)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,347
|
|
(124)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAUL
FREIMAN (125)
|
|
|
1,555
|
|
|
|
*
|
|
|
|
8,759
|
|
(126)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAZ
GOMEZ-RODULFO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
2,517
|
|
(127)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PEDRO
LAGO
|
|
|
1,322
|
|
|
|
*
|
|
|
|
12,691
|
|
(128)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PETER
AEGIDIUS
|
|
|
710
|
|
|
|
*
|
|
|
|
21,917
|
|
(129)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PETER
C. MORSE
|
|
|
4,773
|
|
|
|
*
|
|
|
|
46,181
|
|
(130)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PETER
L. STEIN REVOCABLE TRUST DATED OCTOBER 22, 2018 (131)
|
|
|
1,477
|
|
|
|
*
|
|
|
|
25,919
|
|
(132)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PETER
MEYER AND KRISTEN YOUNT
|
|
|
477
|
|
|
|
*
|
|
|
|
14,711
|
|
(133)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIERS
N. PLOWMAN
|
|
|
0
|
|
|
|
0
|
%
|
|
|
877,244
|
|
(134)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIOTR
GALAZKA
|
|
|
1,396
|
|
|
|
*
|
|
|
|
13,403
|
|
(135)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROF.
DR. BERND EIBEN
|
|
|
7,978
|
|
|
|
*
|
|
|
|
76,588
|
|
(136)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROF.
DR. EKKEHARD SCHUTZ (137)
|
|
|
5,319
|
|
|
|
*
|
|
|
|
234,780
|
|
(138)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAFAEL
SANCHEZ-LOZANO & ANA ISABEL VELASCO
|
|
|
0
|
|
|
|
0
|
%
|
|
|
20,133
|
|
(139)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAYMOND
JAMES & ASSOC. INC. CSDN FBO WILLIAM M MITCHELL RIRA
|
|
|
1,193
|
|
|
|
*
|
|
|
|
11,455
|
|
(140)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RENEE
B. PONDER/NONA STUCKELMAN
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,347
|
|
(141)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RITESH
RAMESH SANGHAVI
|
|
|
10,296
|
|
|
|
*
|
|
|
|
10,296
|
|
(142)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROBERT
CINNAMON
|
|
|
3,888
|
|
|
|
*
|
|
|
|
37,326
|
|
(143)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROBERT
LEPPO (144)
|
|
|
21,137
|
(145)
|
|
|
*
|
|
|
|
10,888
|
|
(146)
|
|
|
10,249
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROCHFORD
YOUNG
|
|
|
0
|
|
|
|
0
|
%
|
|
|
20,694
|
|
(147)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROGER
MOSS
|
|
|
4,773
|
|
|
|
*
|
|
|
|
45,821
|
|
(148)
|
|
|
0
|
|
|
|
0
|
%
|
ROMIL
PATEL
|
|
|
0
|
|
|
|
0
|
%
|
|
|
15,150
|
|
(149)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROY
DYKES
|
|
|
0
|
|
|
|
0
|
%
|
|
|
14,093
|
|
(150)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RUI
MIGUEL LUCAS MENDES
|
|
|
0
|
|
|
|
0
|
%
|
|
|
12,583
|
|
(151)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.
JANE MORRILL
|
|
|
0
|
|
|
|
0
|
%
|
|
|
17,916
|
|
(152)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAH
DISTRIBUTION LTD (153)
|
|
|
458
|
|
|
|
*
|
|
|
|
4,403
|
|
(154)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SANDRA
SLANKAMENAC
|
|
|
0
|
|
|
|
0
|
%
|
|
|
12,080
|
|
(155)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMON
MACNAB
|
|
|
3,551
|
|
|
|
*
|
|
|
|
34,087
|
|
(156)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMON
SKELDING
|
|
|
0
|
|
|
|
0
|
%
|
|
|
37,750
|
|
(157)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOFIA
BIRMAN
|
|
|
2,388
|
|
|
|
*
|
|
|
|
22,929
|
|
(158)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOKRATIS
METAXATOS
|
|
|
0
|
|
|
|
0
|
%
|
|
|
2,517
|
|
(159)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SVEN
KOSTER
|
|
|
1,347
|
|
|
|
*
|
|
|
|
12,933
|
|
(160)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TERESA
TACHOVSKY TRUST DTD 12/28/1999 (161)
|
|
|
2,386
|
|
|
|
*
|
|
|
|
43,605
|
|
(162)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TERRY
WALKER
|
|
|
5,011
|
(163)
|
|
|
*
|
|
|
|
4,911
|
|
(164)
|
|
|
100
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE
ALAN F. MORCOS TRUST DATED 5/14/96 (165)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
20,694
|
|
(166)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE
HAROLD S. AND VERA STEIN REVOCABLE TRUST DTD 5/17/1995 (167)
|
|
|
238
|
|
|
|
*
|
|
|
|
23,628
|
|
(168)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THOMAS
P. CALLAHAN
|
|
|
0
|
|
|
|
0
|
%
|
|
|
20,695
|
|
(169)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TIMOTHY
MH DODD
|
|
|
935
|
(170)
|
|
|
*
|
|
|
|
4,582
|
|
(171)
|
|
|
458
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICENTE
GARCIA
|
|
|
0
|
|
|
|
0
|
%
|
|
|
10,067
|
|
(172)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICTORIA
BIOVENTURES LTD. (173)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
100,666
|
|
(174)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TREVIA
INVEST AG (175)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
125,833
|
|
(176)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TREVIA
INVEST LIMITED (177)
|
|
|
7,637
|
|
|
|
*
|
|
|
|
73,314
|
|
(178)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VORACIOUS
VENTURES, INC. (179)
|
|
|
82,669
|
|
|
|
*
|
|
|
|
484,599
|
|
(180)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WHITE
MOVECVA LIMITED (181)
|
|
|
4,773
|
|
|
|
*
|
|
|
|
171,654
|
|
(182)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WIESLAWA
MAJOREK
|
|
|
2,360
|
|
|
|
*
|
|
|
|
22,656
|
|
(183)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WLODZIMIERZ
GAJEWSKI
|
|
|
2,362
|
|
|
|
*
|
|
|
|
22,681
|
|
(184)
|
|
|
0
|
|
|
|
0
|
%
|
WOLF
FOUNDATION (185)
|
|
|
954
|
|
|
|
*
|
|
|
|
9,164
|
|
(186)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XINYUE
GUO
|
|
|
2,219
|
|
|
|
*
|
|
|
|
21,304
|
|
(187)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YALDA
JAMSHIDI
|
|
|
0
|
|
|
|
0
|
%
|
|
|
2,970
|
|
(188)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YOKE
MIN FAN
|
|
|
1,710
|
|
|
|
*
|
|
|
|
75,956
|
|
(189)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIAO
HE
|
|
|
24,622
|
|
|
|
*
|
|
|
|
24,622
|
|
(190)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENCORE
CLINICAL, INC. (191)
|
|
|
698,047
|
|
|
|
*
|
|
|
|
698,047
|
|
(192)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERIC
PETERSON
|
|
|
6,155
|
|
|
|
*
|
|
|
|
6,155
|
|
(193)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FATEMEH
ZIAEI
|
|
|
12,311
|
|
|
|
*
|
|
|
|
12,311
|
|
(194)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KORT
PETERSON
|
|
|
6,155
|
|
|
|
*
|
|
|
|
6,155
|
|
(195)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RUI
MENG
|
|
|
111,918
|
|
|
|
*
|
|
|
|
111,918
|
|
(196)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SURVIVORS
TRUST UNDER THE ROBERT AND MARY MINER FAMILY TRUST UAD 10/2/06 AS AMENDED (197)
|
|
|
123,110
|
|
|
|
*
|
|
|
|
123,110
|
|
(198)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOHN
SPEARMAN
|
|
|
36,398
|
|
|
|
*
|
|
|
|
475,227
|
|
(199)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WILLIAM
A. BOEGER III (200)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
7,204
|
|
(201)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WILLIAM
MITCHELL (202)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
7,204
|
|
(203)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BERTRAM
BRENIG (204)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
25,246
|
|
(205)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOHN
DIPIETRO (206)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
300,818
|
|
(207)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
9,436,465
|
|
(1)
|
|
|
|
|
|
|
|
|
(1)
For each selling shareholder listed in this table, we have calculated the maximum number of Resale Shares that could potentially become
saleable by such selling shareholder pursuant to this prospectus, assuming certain shareholders receive the maximum number of Earnout
Shares and Restructured Shares issuable to such selling shareholder under the Merger Agreement. When those individual amounts are aggregated,
it suggests that the total number of our shares saleable pursuant to this prospectus is 9,436,465. However, the total number of our shares
saleable pursuant to this prospectus will not exceed 8,843,318 shares because if any of the 593,147 Restructured Shares are issued to
some of the selling shareholders then the same number of Earnout Shares will be deducted from other selling shareholders, who may receive
cash in lieu of shares because the maximum number of our shares that we can issue under the Merger Agreement cannot exceed 7,861,000.
We have already issued the Chronix Closing Shares under the Merger Agreement, and we can only issue up
to 7,213,089 additional shares as Earnout Shares and/or Restructured Shares under the Merger
Agreement. Therefore, some of the selling shareholders will never receive the maximum number of Earnout Shares and/or Restructured
Shares listed in this table. Nonetheless, for purposes of this table, we have assumed that all of the Resale Shares issued or issuable
to the selling shareholders covered by this prospectus will be sold and that the selling shareholders will not acquire any additional
shares of common stock before the completion of this offering. However, as the selling shareholders can offer all, some, or none of their
Resale Shares, no definitive estimate can be given as to the number of Resale Shares that the selling shareholders will ultimately offer
or sell under this prospectus and the number of Resale Shares that will be held by the selling shareholders upon the termination of this
offering.
(2)
Calculated based on 91,459,069 shares of common stock issued and outstanding as of July 13, 2021.
(3)
Consists of up to 13,086 Earnout Shares.
(4)
John Adams is the Trustee of the Adams Family Trust and in such capacity has the right to vote and dispose of the securities held by
such trust.
(5)
Consists of up to 4,139 Earnout Shares.
(6)
Christian Rocton is the President of ADV Med Holding and in such capacity has the right to vote and dispose of the securities held by
such entity. The address for ADV Med Holding is 26 Avenue Christian Doppler, Bailly-Romainvilliers, France 77100.
(7)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 141,714 Earnout Shares.
(8)
Consists of up to 10,067 Earnout Shares.
(9)
Consists of (i) 2,281 Chronix Closing Shares and (ii) up to 95,920 Earnout Shares.
(10)
Consists of (i) 477 Chronix Closing Shares and (ii) up to 4,105 Earnout Shares.
(11)
Consists of (i) 7,777 Chronix Closing Shares and (ii) up to 41,389 Earnout Shares.
(12)
Consists of (i) 1,166 Chronix Closing Shares and (ii) up to 10,031 Earnout Shares.
(13)
Consists of up to 13,086 Earnout Shares.
(14)
Consists of up to 10,067 Earnout Shares.
(15)
Consists of up to 18,120 Earnout Shares.
(16)
Consists of up to 17,916 Earnout Shares.
(17)
Consists of up to 6,040 Earnout Shares.
(18)
Consists of up to 10,067 Earnout Shares.
(19)
Tonia Kaufman and Colin Roy George Christmas are the sole owners of Beaufort Nominees LTD and as such have the right to vote and dispose
of the securities held by such entity. The address for Beaufort Nominees LTD is C/O Shard Wealth Management, 20 Fenchurch Street, 23rd
Floor, London EC3M 3BY United Kingdom.
(20)
Consists of up to 25,167 Earnout Shares.
(21)
Charles B. Barlow, Jr. is the Chairman of the Board of Beheko Corp. LTD and in such capacity has the right to vote and dispose of the
securities held by such entity. The address for Beheko Corp. LTD is #305, 909-17 Avenue SW, Calgary, AB T2T 0A4, Canada.
(22)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 389,263 Earnout Shares.
(23)
Dr. Dieter Neupert and Roland Ohri are the members of the Board of Benalmeda Foundation and in such capacity have the right to vote and
dispose of the securities held by such foundation. The address for Benalmeda Foundation is Postrasse 2, Ruggell, Liechtenstein 9491.
(24)
Consists of (i) 1,194 Chronix Closing Shares and (ii) up to 10,270 Earnout Shares.
(25)
Dan McClory is the Chief Executive Officer of Boustead Company Limited and in such capacity has the right to vote and dispose of the
securities held by such entity. The address for Boustead Company Limited is 6 Venture, Suite 395, Irvine, CA 92618.
(26)
Consists of up to 61,805 Chronix Closing Shares.
(27)
Keith Moore is the Chief Executive Officer of Boustead Securities, LLC and in such capacity has the right to vote and dispose of the
securities held by such entity. The address for Boustead Securities, LLC is 6 Venture, Suite 395, Irvine, CA 92618.
(28)
Consists of (i) 131,630 Chronix Closing Shares and (ii) up to 61,750 Earnout Shares.
(29)
Robert Leppo owns all outstanding interests in Byzantine Partners and has the right to vote and dispose of the securities held by such
entity. The address for Byzantine Partners is 532 Morninghome Road, Danville, CA 94526.
(30)
Consists of (i) 10,249 Chronix Closing Shares and (ii) up to 251,270 Earnout Shares.
(31)
Consists of up to 8,053 Earnout Shares.
(32)
Consists of up to 10,067 Earnout Shares.
(33)
Consists of (i) 18,643 Chronix Closing Shares and (ii) up to 160,315 Earnout Shares.
(34)
Clara J. Basile is the Trustee of the Clara Basile Living Trust DTD 5/24/06 and in such capacity has the right to vote and dispose of
the securities held by such trust.
(35)
Consists of (i) 2,386 Chronix Closing Shares and (ii) up to 41,225 Earnout Shares.
(36)
Constance Wolf is the Trustee of the Constance Wolf Living Trust and in such capacity has the right to vote and dispose of the securities
held by such trust.
(37)
Consists of (i) 1,193 Chronix Closing Shares and (ii) up to 10,262 Earnout Shares.
(38)
R.N. Mannix is the controlling shareholder of Coril Holdings LTD and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Coril Holdings LTD is Suite 600, 1100 1st Street SE, Calgary, Alberta T2G 1B1.
(39)
Consists of up to 42,025 Earnout Shares.
(40)
Wojciech Kostrzewa is the director of Cricklade Investments Ltd. and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Cricklade Investments Ltd. is 4 Giro’s Passage, Suite 4, GX11 1AA Gibraltar.
(41)
Consists of (i) 4,833 Chronix Closing Shares and (ii) up to 41,561 Earnout Shares.
(42)
Consists of up to 5,033 Earnout Shares.
(43)
Consists of up to 21,252 Earnout Shares.
(44)
Consists of 82,669 Chronix Closing Shares acquired by Voracious Ventures, Inc. David R. Mackenzie is the President of Voracious Ventures,
Inc. and in such capacity has the right to vote and dispose of the securities held by such entity.
(45)
Consists of up to 17,916 Earnout Shares.
(46)
Consists of up to 2,069 Earnout Shares.
(47)
R. Allan MacKenzie is the President of Disruptive Ventures Inc. and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Disruptive Ventures Inc. is 1213 Prospect Ave SW, Calgary, AB T2T 0X4, Canada.
(48)
Consists of up to 17,916 Earnout Shares.
(49)
Consists of up to 17,916 Earnout Shares.
(50)
Consists of (i) 4,897 Chronix Closing Shares and (ii) up to 42,115 Earnout Shares.
(51)
Consists of (i) 1,450 Chronix Closing Shares and (ii) up to 12,472 Earnout Shares.
(52)
Consists of (i) 13,266 Chronix Closing Shares and (ii) up to 365,749 Earnout Shares.
(53)
Consists of up to 29,632 Earnout Shares.
(54)
Consists of (i) 1,450 Chronix Closing Shares and (ii) up to 12,472 Earnout Shares.
(55)
Dr. Ralf Glaubitz was a member of the board of directors of Chronix until its acquisition by Oncocyte in April 2021.
(56)
Consists of (i) 13,297 Chronix Closing Shares and (ii) up to 114,350 Earnout Shares.
(57)
Consists of (i) 4,365 Chronix Closing Shares and (ii) up to 45,494 Earnout Shares.
(58)
William LK Powar is the Trustee of the Powar Family Revocable Trust that controls Emerson Street Ventures and in such capacity has the
right to vote and dispose of the securities held by such entity. The address for Emerson Street Ventures is 1310 Emerson Street, Palo
Alto, CA 94301.
(59)
Consists of (i) 51,806 Chronix Closing Shares and (ii) up to 142,700 Earnout Shares.
(60)
Consists of up to 7,550 Earnout Shares.
(61)
Xiaojing Liang is the President of Enerchieve Ventures Limited and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Enerchieve Ventures Limited is 111 Yonge Blvd., Toronto, ON M5M 3H2, Canada.
(62)
Consists of (i) 27,213 Chronix Closing Shares and (ii) up to 234,016 Earnout Shares.
(63)
Kevin Darrel Tetzlaff is the President of First National Venture Capital Inc. and in such capacity has the right to vote and dispose
of the securities held by such entity. The address for First National Venture Capital Inc. is P.O. Box 5057, 520 6th Street,
Brookings, SD 57006.
(64)
Consists of up to 9,582 Earnout Shares.
(65)
Consists of (i) 1,775 Chronix Closing Shares and (ii) up to 30,368 Earnout Shares.
(66)
Consists of (i) 2,685 Chronix Closing Shares and (ii) up to 73,423 Earnout Shares.
(67)
Consists of (i) 2,386 Chronix Closing Shares and (ii) up to 20,524 Earnout Shares.
(68)
Consists of up to 10,067 Earnout Shares.
(69)
Consists of up to 2,069 Earnout Shares.
(70)
Consists of (i) 1,193 Chronix Closing Shares held by Harry R. Wolf and (ii) 959 Chronix Closing Shares held by Morsal, LLC. Harry R.
Wolf is the President of Morsal, LLC and in such capacity has the right to vote and dispose of the securities held by such entity.
(71)
Consists of (i) 1,193 Chronix Closing Shares and (ii) up to 31,567 Earnout Shares.
(72)
Ila Patel is the Chief Executive Officer of Hillcrest Holdco Ltd which controls Hillcrest Pharmacies Ltd and in such capacity has the
right to vote and dispose of the securities held by such entity. The address for Hillcrest Pharmacies Ltd is C/O Shard Wealth Management,
20 Fenchurch Street, 23rd Floor, London EC3M 3BY United Kingdom.
(73)
Consists of up to 37,750 Earnout Shares.
(74)
Consists of up to 5,033 Earnout Shares.
(75)
Michael Singer is the Trustee of the Singer 1995 Family Trust that controls Innocreative Capital LLC and in such capacity has the right
to vote and dispose of the securities held by such entity.
(76)
Consists of up to 84,050 Earnout Shares.
(77)
Consists of (i) 355 Chronix Closing Shares and (ii) up to 8,087 Earnout Shares.
(78)
Consists of (i) 1,194 Chronix Closing Shares and (ii) up to 10,270 Earnout Shares.
(79)
Consists of up to 75,072 Earnout Shares.
(80)
Consists of (i) 976 Chronix Closing Shares and (ii) up to 16,451 Earnout Shares.
(81)
Consists of (i) 1,193 Chronix Closing Shares and (ii) up to 10,262 Earnout Shares.
(82)
Consists of up to 15,100 Earnout Shares.
(83)
Consists of (i) 233 Chronix Closing Shares and (ii) up to 2,006 Earnout Shares.
(84)
Consists of up to 15,100 Earnout Shares.
(85)
Consists of up to 5,033 Earnout Shares.
(86)
Consists of (i) 1,710 Chronix Closing Shares and (ii) up to 14,713 Earnout Shares.
(87)
Consists of up to 3,020 Earnout Shares.
(88)
Consists of (i) 1,418 Chronix Closing Shares and (ii) up to 12,198 Earnout Shares.
(89)
Karen J. Knudson is the Trustee of the Karen Knudson Trust DTD 12/28/1999 and in such capacity has the right to vote and dispose of the
securities held by such trust.
(90)
Consists of (i) 2,386 Chronix Closing Shares and (ii) up to 41,219 Earnout Shares.
(91)
Consists of (i) 710 Chronix Closing Shares and (ii) up to 11,141 Earnout Shares.
(92)
Consists of up to 3,020 Earnout Shares.
(93)
Guido Contesso is the Chief Executive Officer of Limitless Earth Plc and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Limitless Earth Plc is Suite 2a1, Northside House, Mount Pleasant, Barnet, Hertfordshire, England,
EN4 9EB.
(94)
Consists of up to 251,665 Earnout Shares.
(95)
Amedes MDL GmbH is controlled by amedes Holding GmbH, which is controlled by Antin Amedes Bidco GmbH, which is controlled by Antin Amedes
Holdco GmbH, which is controlled by Antin Infrastructure Partners Luxembourg VIII S.a.r.l , which is controlled by Antin Infrastructure
Partners Luxembourg VII S.a.r.l., which is controlled by various institutional investors with no ultimate beneficial shareholder holding
more than 10% which controls Liquid Biopsy Center GMBG, Gottingen and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Liquid Biopsy Center GMBG, Gottingen is Nikolausberger Weg 22, Gottingen, Germany 37073.
(96)
Consists of (i) 10,613 Chronix Closing Shares and (ii) up to 91,267 Earnout Shares.
(97)
Christopher Roy Whittle is the President of Longtail Cove Ltd. and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Longtail Cove Ltd. is PO Box FL 180, Flatts, Bermuda FLBX.
(98)
Consists of (i) 4,833 Chronix Closing Shares and (ii) up to 41,561 Earnout Shares.
(99)
Lothor Probit is Chief Executive Officer of LP Inviso GMBH and in such capacity has the right to vote and dispose of the securities held
by such entity. The address for LP Inviso GMBH is Untere Muehlstr. 38, Heuback, Germany 73540.
(100)
Consists of (i) 15,552 Chronix Closing Shares and (ii) up to 133,734 Earnout Shares.
(101)
Consists of (i) 2,386 Chronix Closing Shares and (ii) up to 70,857 Earnout Shares.
(102)
Consists of up to 10,067 Earnout Shares.
(103)
Consists of up to 3,020 Earnout Shares.
(104)
Consists of up to 8,053 Earnout Shares.
(105)
Consists of up to 7,550 Earnout Shares.
(106)
Consists of up to 17,916 Earnout Shares.
(107)
Consists of up to 8,053 Earnout Shares.
(108)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 41,048 Earnout Shares.
(109)
Michael A. Freeman is the Trustee of Michael A. Freeman Revocable Trust U/A DTD 12/02/2004 and in such capacity has the right to vote
and dispose of the securities held by such trust.
(110)
Consists of (i) 477 Chronix Closing Shares and (ii) up to 24,799 Earnout Shares.
(111)
Consists of (i) 1,193 Chronix Closing Shares and (ii) up to 10,262 Earnout Shares.
(112)
Consists of up to 5,033 Earnout Shares.
(113)
Consists of (i) 1,331 Chronix Closing Shares and (ii) up to 21,518 Earnout Shares.
(114)
Michael Singer is the Trustee of the Singer 1995 Family Trust and in such capacity has the right to vote and dispose of the securities
held by such trust.
(115)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 296,696 Earnout Shares.
(116)
Harry R. Wolf is the President of Morsal, LLC and in such capacity has the right to vote and dispose of the securities held by such entity.
The address for Morsal, LLC is 1936 Maple Circle, West Des Moines, Iowa 50265.
(117)
Consists of (i) 959 Chronix Closing Shares and (ii) up to 8,251 Earnout Shares.
(118)
Stamatios Theloudis is a Director of Muratti Trading S.A. and in such capacity has the right to vote and dispose of the securities held
by such entity. The address for Muratti Trading S.A. is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 c/o Stamos Theloudis, Attorney at Law, 107 Ramnoundos Street, 14234 Nealonia, Athens, Greece.
(119)
Consists of up to 5,033 Earnout Shares.
(120)
Consists of up to 5,033 Earnout Shares.
(121)
Consists of up to 25,167 Earnout Shares.
(122)
Consists of up to 84,278 Earnout Shares.
(123)
William Oberman and Shirley Gardner are the Trustees of The Oberman/Gardner Revocable Trust DTD 10/09/2021 and in such capacity have
the right to vote and dispose of the securities held by such trust.
(124)
Consists of up to 10,347 Earnout Shares.
(125)
Paul Freiman was a member of the board of directors of Chronix until its acquisition by Oncocyte in April 2021.
(126)
Consists of (i) 1,555 Chronix Closing Shares and (ii) up to 7,204 Earnout Shares.
(127)
Consists of up to 2,517 Earnout Shares.
(128)
Consists of (i) 1,322 Chronix Closing Shares and (ii) up to 11,369 Earnout Shares.
(129)
Consists of (i) 710 Chronix Closing Shares and (ii) up to 21,207 Earnout Shares.
(130)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 41,408 Earnout Shares.
(131)
Peter L. Stein is the Trustee of the Peter L. Stein Revocable Trust dated October 22, 2018 and in such capacity has the right to vote
and dispose of the securities held by such trust.
(132)
Consists of (i) 477 Chronix Closing Shares and (ii) up to 25,442 Earnout Shares.
(133)
Consists of (i) 477 Chronix Closing Shares and (ii) up to 14,234 Earnout Shares.
(134)
Consists of up to 877,244 Earnout Shares.
(135)
Consists of (i) 1,396 Chronix Closing Shares and (ii) up to 12,007 Earnout Shares.
(136)
Consists of (i) 7,978 Chronix Closing Shares and (ii) up to 68,610 Earnout Shares.
(137)
Dr. Ekkehard Schutz was the Chief Executive Officer, Chief Medical Officer and Managing Director of Chronix until its acquisition by
Oncocyte in April 2021. Since the acquisition, Dr. Schutz serves as the General Manager and Chief Medical Officer of Oncocyte Europe.
(138)
Consists of (i) 5,319 Chronix Closing Shares and (ii) up to 229,461 Earnout Shares
(139)
Consists of up to 20,133 Earnout Shares.
(140)
Consists of (i) 1,193 Chronix Closing Shares and (ii) up to 10,262 Earnout Shares.
(141)
Consists of up to 10,347 Earnout Shares.
(142)
Consists of 10,296 Chronix Closing Shares.
(143)
Consists of (i) 3,888 Chronix Closing Shares and (ii) up to 33,438 Earnout Shares.
(144)
Robert Leppo was a member of the board of directors of Chronix until its acquisition by Oncocyte in April 2021.
(145)
Consists of (i) 10,888 Chronix Closing Shares held by Robert Leppo and (ii) 10,249 Chronix Closing Shares held by Byzantine Partners.
Robert Leppo owns all of the issued and outstanding equity interests of Byzantine Partners and in such capacity has the right to vote
and dispose of the securities held by such entity. The address for Byzantine Partners is 532 Morninghome Road, Danville, CA 94526.
(146)
Consists of 10,888 Chronix Closing Shares.
(147)
Consists of up to 20,694 Earnout Shares.
(148)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 41,048 Earnout Shares.
(149)
Consists of up to 15,150 Earnout Shares.
(150)
Consists of up to 14,093 Earnout Shares.
(151)
Consists of up to 12,583 Earnout Shares.
(152)
Consists of up to 17,916 Earnout Shares.
(153)
Timothy MH Dodd is a director of SAH Distribution Ltd. and in such capacity has the right to vote and dispose of the securities held
by such entity. The address for SAH Distribution Ltd. is 2 Admiral Way, Marden, Kent TN12 9FN, United Kingdom.
(154)
Consists of (i) 458 Chronix Closing Shares and (ii) up to 3,945 Earnout Shares.
(155)
Consists of up to 12,080 Earnout Shares.
(156)
Consists of (i) 3,551 Chronix Closing Shares and (ii) up to 14,615 Earnout Shares.
(157)
Consists of up to 37,750 Earnout Shares.
(158)
Consists of (i) 2,388 Chronix Closing Shares and (ii) up to 20,541 Earnout Shares.
(159)
Consists of up to 2,517 Earnout Shares.
(160)
Consists of (i) 1,347 Chronix Closing Shares and (ii) up to 11,586 Earnout Shares.
(161)
Teresa M. Tachovsky is the Trustee of the Teresa Tachovsky Trust DTD 12/28/1999 and in such capacity has the right to vote and dispose
of the securities held by such trust.
(162)
Consists of (i) 2,386 Chronix Closing Shares and (ii) up to 41,219 Earnout Shares.
(163)
Consists of (i) 4,911 Chronix Closing Shares and (ii) 100 shares of common stock held by Terry Walker.
(164)
Consists of 4,911 Chronix Closing Shares.
(165)
Alan Marcos is the Trustee of The Alan F. Morcos Trust dated 5/14/96 and in such capacity has the right to vote and dispose of the securities
held by such trust.
(166)
Consists of up to 20,694 Earnout Shares.
(167)
Harold Sigfired Stein, Jr. is the Trustee of The Harold S. and Vera Stein. Revocable Trust DTD 5/17/1995 and in such capacity has the
right to vote and dispose of the securities held by such trust.
(168)
Consists of (i) 238 Chronix Closing Shares and (ii) up to 23,390 Earnout Shares.
(169)
Consists of up to 20,695 Earnout Shares.
(170)
Consists of (i) 477 Chronix Closing Shares held by Timothy MH Dodd and (ii) 458 Chronix Closing Shares held by SAH Distribution Ltd.
Timothy MH Dodd is a director of SAH Distribution Ltd. and in such capacity has the right to vote and dispose of the securities held
by such entity. The address for SAH Distribution Ltd. is 2 Admiral Way, marden, Kent TN12 9FN, United Kingdom.
(171)
Consists of (i) 477 Chronix Closing Shares and (ii) up to 4,105 Earnout Shares.
(172)
Consists of up to 10,067 Earnout Shares.
(173)
Tomas Rudolf Iacobaeus, Jan Peter Niklas Svanlund, and Anna Linnea Kristina Seeley are directors of Victoria Bioventures Ltd. and in
such capacity have the right to vote and dispose of the securities held by such entity. The address for Victoria Bioventures Ltd. is
Gauggelistrasse 7, Chur CH-7000 Switzerland.
(174)
Consists of up to 100,666 Earnout Shares.
(175)
Roland Oehri and Christoph G. Bandyk are trustees of the ARK Foundation which controls Trevia Invest AG and in such capacity have the
right to vote and dispose of the securities held by such entity. The address for Trevia Invest AG is Postrasse AG, c/o LOPAG Trust REG.,
Ruggell, FL-9491, Liechtenstein.
(176)
Consists of up to 125,833 Earnout Shares.
(177)
Roland Oehri and Christoph G. Bandyk are trustees of the ARK Foundation which controls Trevia Invest Limited and in such capacity have
the right to vote and dispose of the securities held by such entity. The address for Trevia Invest Limited is Postrasse AG, c/o LOPAG
Trust REG., Ruggell, FL-9491, Liechtenstein.
(178)
Consists of (i) 7,637 Chronix Closing Shares and (ii) up to 65,677 Earnout Shares.
(179)
David R. MacKenzie is the President of Voracious Ventures, Inc. and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Voracious Ventures, Inc. is 1802, 788 - 12 Avenue SW, Calgary, AB T2R 0H1, Canada.
(180)
Consists of (i) 82,669 Chronix Closing Shares and (ii) up to 401,930 Earnout Shares.
(181)
K Investments Sp 200 is the controlling entity of White Movecva Limited and in such capacity has the right to vote and dispose of the
securities held by White Movecva Limited. The address for White Movecva Limited is 11 Zinonos Sozou Street Flat 301, 1075 Nicosia, Cyprus,
Greece.
(182)
Consists of (i) 4,773 Chronix Closing Shares and (ii) up to 166,881 Earnout Shares.
(183)
Consists of (i) 2,360 Chronix Closing Shares and (ii) up to 20,296 Earnout Shares.
(184)
Consists of (i) 2,362 Chronix Closing Shares and (ii) up to 20,319 Earnout Shares.
(185)
Abe Wolf is the Trustee of the Wolf Foundation and in such capacity has the right to vote and dispose of the securities held by such
foundation. The address for the Wolf Foundation is 3101 Ingersoll Ave., Suite 300, Des Moines, Iowa 50312.
(186)
Consists of (i) 954 Chronix Closing Shares and (ii) up to 8,210 Earnout Shares.
(187)
Consists of (i) 2,219 Chronix Closing Shares and (ii) up to 19,085 Earnout Shares.
(188)
Consists of up to 2,970 Earnout Shares.
(189)
Consists of (i) 1,710 Chronix Closing Shares and (ii) up to 74,246 Earnout Shares.
(190)
Consists of 24,622 Razor Resale Shares.
(191)
Michael Mann is the Chief Executive Officer of Encore Clinical, Inc. and in such capacity has the right to vote and dispose of the securities
held by such entity. The address for Encore Clinical, Inc. is 27709 Via Cerro Gordo, Los Altos Hills, CA 94022. Encore is a party to
the following agreements with Oncocyte: (i) Exclusive Sublicense Agreement in the PRC Territory, dated December 14, 2020, by and among
Razor, Oncocyte, Encore, and Burning Rock Biotech Limited; (ii) Development Agreement, dated September 30, 2019, by and among Oncocyte,
Encore and Razor; (iii) Sublicense and Distribution Agreement, dated September 30, 2019, by and among Oncocyte, Encore and Razor; and
(iv) Laboratory Services Agreement, dated August 15, 2015, as amended, by and among Oncocyte, Encore and Razor.
(192)
Consists of 698,047 Razor Resale Shares.
(193)
Consists of 6,155 Razor Resale Shares.
(194)
Consists of 12,311 Razor Resale Shares.
(195)
Consists of 6,155 Razor Resale Shares.
(196)
Consists of 111,918 Razor Resale Shares.
(197)
Mary Miner has voting control of the Survivors Trust under the Robert and Mary Miner Family Trust UAD 10/2/06 as amended and in such
capacity has the right to vote and dispose of the securities held by such trust.
(198)
Consists of 123,110 Razor Resale Shares.
(199)
Consists of (i) 36,398 Chronix Closing Shares and (ii) up to 196,003 Earnout Shares.
(200)
William A. Boeger III was a member of the board of directors of Chronix until its acquisition by Oncocyte in April 2021.
(201)
Consists of up to 7,204 Restructured Shares.
(202)
William Mitchell was a member of the board of directors of Chronix until its acquisition by Oncocyte in April 2021.
(203)
Consists of up to 7,204 Restructured Shares.
(204)
Bertram Brenig rendered consulting services to Chronix until its acquisition by Oncocyte in April 2021.
(205)
Consists of up to 25,246 Restructured Shares.
(206)
John DiPietro served as the Chief Financial Officer of Chronix until its acquisition by Oncocyte in April 2021. Since the acquisition,
Mr. DiPietro has provided services to Oncocyte from time to time.
(207)
Consists of up to 300,818 Restructured Shares.