Form 8-K - Current report

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): July 13, 2023

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.)

15 Cushing

Irvine, California 92618

(Address of principal executive offices, Zip Code)

(949) 409-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		OCX		Nasdaq Stock Market LLC

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. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a Current Report on Form 8-K filed by Oncocyte Corporation (the “Company”) on June 9, 2023, the Company entered into an amended and restated employment agreement with Joshua Riggs, President and Chief Executive Officer of the Company, effective as of May 1, 2023 (the “2023 Employment Agreement”).

The 2023 Employment Agreement provides for (i) a base salary of $360,000 per annum (pro-rated for partial years), (ii) a target bonus opportunity equal to fifty percent (50%) of Mr. Riggs’ base salary, and (iii) eligibility to participate in employee benefit programs and plans offered by the Company. The 2023 Employment Agreement also provides that Mr. Riggs will receive the following equity awards under the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”): (i) options to purchase 350,000 shares of Company common stock (the “Common Stock”), subject to certain time-based vesting requirements (the “CEO Grant”), and (ii) options to purchase an additional 800,000 shares of Common Stock, subject to certain performance-based and time-based vesting requirements (the “Performance Grant”), in each case as previously disclosed.

On July 13, 2023, the Company and Mr. Riggs entered into an amendment to the 2023 Employment Agreement (the “Amendment”), pursuant to which the Performance Grant was eliminated. The Company intends to consider granting additional performance-based options to Mr. Riggs if the Company’s shareholders approve an amendment to the Plan to eliminate the limitation on the number of shares of Common Stock that can be granted to any individual participant under the Plan during any one-year period. The terms of any such additional grant have not been determined by the Board of Directors or the Compensation Committee.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by the Amendment filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment to Amended and Restated Employment Agreement, by and between the Company and Joshua Riggs, dated July 13, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 14, 2023	By:	/s/ Joshua Riggs
		Joshua Riggs
		President and Chief Executive Officer

Exhibit 10.1

AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”), is entered into effective July 13, 2023 (the “Effective Date”) by and between Oncocyte Corporation (the “Company”), a California corporation located at 15 Cushing, Irvine, California 92618 and Joshua Riggs (“Executive”).

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employment Agreement, effective May 1, 2023 (the “Employment Agreement”);

WHEREAS, pursuant to Section 12 of the Employment Agreement, the Employment Agreement may be amended, in writing, signed by both the Company and Executive;

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein; and

WHEREAS, capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. Amendment to Employment Agreement.

(a)

Section 2(c)(ii) (Performance Stock Option Grant) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“Generally. The exercise price of the options in the CEO Equity Grant shall be the fair market value of a share of Company Common Stock on the applicable effective date of grant, determined in accordance with the Plan. Except to the extent that provisions of the Plan relating to termination of continuous service as an employee apply to the termination of options, to the extent not exercised, the options shall expire ten years from the effective date of grant. Executive shall execute a stock option agreement provided by the Company consistent with the terms of the option grant and the Plan. The options shall be incentive stock options to the extent permitted by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).”

(b)

Section 6(a)(ii)(D) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“with respect to each outstanding time-based equity award, if any, accelerated vesting of the next tranche of time-based equity that would have vested had Executive remained employed through the next applicable vesting date.”

(c)

Section 6(a)(ii)(E) of the Employment Agreement is hereby deleted in its entirety.

SECTION 2. Miscellaneous.

	(a)	Full Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect.

	(b)	Headings. The headings contained in this Amendment are for reference purposes only and shall in no way affect the meaning or interpretation of this Amendment. In this Amendment, the singular includes the plural, the plural included the singular, the masculine gender includes both male and female reference, and the word “or” is used in the inclusive sense.

	(c)	Governing Law; Dispute Resolution. This Amendment will be governed by and construed according to the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between residents of California. Any disputes arising form or relating to this Agreement shall be resolved in accordance with the arbitration clause contained in the Employment Agreement.

	(d)	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. This Amendment may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

[Signature pages follows]

In WITNESS WHEREOF, the Company and Executive have duly executed this Amendment as of the Effective Date.

	EXECUTIVE:

	/s/ Joshua Riggs
	Joshua Riggs

	COMPANY:

	ACCEPTED AND AGREED ONCOCYTE CORPORATION

	By:	/s/ Andy Arno
		Andy Arno
		Chairman of the Board of Directors

	Address:	15 Cushing
		Irvine, California 92618

Signature Page to Amendment to Amended and Restated Employment Agreement (J. Riggs)

Cover	Jul. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 13, 2023
Entity File Number	1-37648
Entity Registrant Name	Oncocyte Corporation
Entity Central Index Key	0001642380
Entity Tax Identification Number	27-1041563
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	15 Cushing
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	409-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	OCX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false