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 24, 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 3.03. Material Modification to Rights of Security Holders.

On July 24, 2023, at a special meeting of the shareholders (the “Special Meeting”) of Oncocyte Corporation, a California corporation (the “Company”, “we”, or “our”), the shareholders of the Company approved a proposal granting the Company’s board of directors (the “Board”) the authority to exercise its discretion to amend the Articles of Incorporation of the Company, as currently in effect, to effect a reverse stock split of the outstanding shares of the Company’s common stock, no par value per share (the “Common Stock”), at any time within one year after the date such shareholder approval was obtained at the Special Meeting and at any of certain specified reverse split ratios that were approved by the shareholders of the Company in connection therewith. Once approved by the shareholders of the Company, the determination of whether to proceed with the effectiveness of the reverse stock split and the timing thereof will be determined in the sole discretion of the Board, within the parameters approved by the shareholders as described above.

At the Special Meeting, the shareholders of the Company also approved granting the Board the authority to exercise its discretion, at any time within one year after shareholder approval was obtained at the Special Meeting, to amend the Articles of Incorporation to reduce the number of authorized shares of Common Stock, but not the authorized shares of the Company’s preferred stock, no par value per share, by a ratio corresponding to the reverse stock split ratio determined by the Board if, and only if, the reverse stock split is effected.

On July 24, 2023, the Board approved the reverse stock split at a ratio of one-for-twenty and determined not to proceed with a reduction in the number of authorized shares of Common Stock at this time. The primary purpose of effecting the reverse stock split is to regain compliance with The Nasdaq Stock Market’s minimum bid price listing requirement.

The Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of California to effect the reverse stock split (but not the authorized share reduction). The reverse stock split will become effective as of 5:00 p.m. Pacific time on July 24, 2023 (the “Effective Time”).

As a result of the reverse stock split, every twenty shares of the Common Stock outstanding as of the Effective Time will be automatically reclassified and converted into one (1) issued and outstanding share of Common Stock, without any change in par value per share.

No fractional shares resulting from the reverse stock split will be issued by the Company and each holder of Common Stock that would otherwise be entitled to receive a fractional share as a result of the reverse stock split will instead be entitled to receive cash in an amount equal to such fractional interest multiplied by $4.3660, the last sale price of the Common Stock reported by The Nasdaq Capital Market on July 21, 2023, the trading day immediately prior to the Effective Time, as adjusted to give effect to the reverse stock split.

Commencing July 25, 2023, the trading of the shares of Common Stock will continue on The Nasdaq Capital Market on a reverse stock split-adjusted basis. The trading symbol will remain “OCX”. The CUSIP number for the Common Stock following the reverse stock split will be 68235C206.

In accordance with the authority granted to the Board by the shareholders at the Special Meeting, the Board may, in its discretion, determine to implement a reduction in the number of authorized shares of Common Stock by a ratio corresponding to the reverse split ratio at any time within one year after shareholder approval of such proposal was obtained at the Special Meeting.

The foregoing summary of the terms of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

General

On July 24, 2023, the Company held the Special Meeting during which the Company’s shareholders voted on three (3) proposals. The final voting results for each of the proposals is set forth in the tables below.

Present at the Special Meeting virtually or by proxy were holders of 88,659,815 shares of Common Stock, which represented 53.79% of the voting power of all shares of Common Stock as of June 28, 2023, the record date for the Special Meeting.

The Special Meeting was originally intended to be held on July 21, 2023. At the time the Special Meeting was scheduled to be commenced, in accordance with the applicable provisions of the Company’s bylaws, the Special Meeting was postponed, before it was commenced and without any business being conducted, to allow the Company time to solicit additional proxies with respect to the approval of the proposals at the Special Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Special Meeting, which was filed with the Securities and Exchange Commission on July 10, 2023 (the “Proxy Statement”). The Company notified shareholders of the postponement of the Special Meeting and the new date and time for the Special Meeting via the filing of a supplement to the Proxy Statement with the Securities and Exchange Commission on July 21, 2023.

Proposals

The shareholders of the Company voted on the following proposals at the Special Meeting, as more fully described in the Proxy Statement:

	1.	To approve granting the Board the authority to exercise its discretion to amend the Company’s Articles of Incorporation to effect a reverse stock split of its outstanding shares of the Common Stock to regain compliance with The Nasdaq Stock Market’s minimum bid price requirement, at any of the following exchange ratios at any time within one year after shareholder approval is obtained, and once approved by the shareholders, the timing of the amendment and the specific reverse split ratio to be effected shall be determined in the sole discretion of the Board: (a) a one-for-ten; (b) a one-for-fifteen; (c) a one-for-twenty; or (d) a one-for-twenty-five (“Proposal No. 1”);

	2.	To approve granting the Board the authority to exercise its discretion at any time within one year after shareholder approval is obtained to amend the Company’s Articles of Incorporation to reduce the number of authorized shares of Common Stock by a corresponding ratio to the reverse stock split if, and only if, Proposal No. 1 is approved and implemented (“Proposal No. 2”); and

	3.	To approve an amendment to the Company’s 2018 Equity Incentive Plan (as amended, the “Incentive Plan”) to eliminate the limitation on the number of shares of Common Stock that can be granted to any individual participant under the Incentive Plan during any one-year period (“Proposal No. 3”).

Voting Results

The final voting results for each of the proposals at the Special Meeting are detailed below.

Proposal No. 1

The shareholders of the Company approved Proposal No. 1 granting the Board the authority to effect a reverse stock split at any of the proposed ratios, including a ratio of one-for- twenty, in each case, by the vote set forth below:

	Shares Voted
Reverse Split Ratio	For		Against		Abstained		Broker Non-Votes
A one-for ten reverse stock split		86,385,106		2,254,230		20,478		—
A one-for fifteen reverse stock split		85,786,406		2,850,792		22,617		—
A one-for twenty reverse stock split		85,993,935		2,645,446		20,433		—
A one-for twenty-five reverse stock split		85,972,526		2,668,913		18,375		—

As discussed above, the final reverse stock split ratio approved by the Board, following receipt of shareholder approval, was one-for-twenty.

Proposal No. 2

The shareholders of the Company approved Proposal No. 2 granting the Board the authority to effect a reduction of the authorized shares of Common Stock by the following vote:

Shares Voted
For	Against	Abstained	Broker Non-Votes
86,417,314	2,132,793	109,707	—

As discussed above, the Board determined not to proceed with a reduction in the number of authorized shares of Common Stock at this time.

Proposal No. 3

The shareholders of the Company approved Proposal No. 3 approving the amendment to the Incentive Plan by the following vote:

Shares Voted
For	Against	Abstained	Broker Non-Votes
83,848,400	4,537,530	273,884	—

Item 7.01. Regulation FD Disclosure.

On July 24, 2023, the Company issued a press release announcing the effectiveness of the reverse stock split described in this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into Item 7.01 of this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of Articles of Incorporation of Oncocyte Corporation, as filed with the Secretary of State of the State of California on July 24, 2023.
99.1		Press Release of Oncocyte Corporation, dated July 24, 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 24, 2023	By:	/s/ Joshua Riggs
		Joshua Riggs
		President and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION OF

ONCOCYTE CORPORATION

The undersigned certify that:

1. They are the President and Secretary, respectively, of Oncocyte Corporation, a California corporation, with California Entity Number C3231738.

2. Article FOUR of the Articles of Incorporation of the corporation is amended to read as follows:

“FOUR:

The corporation is authorized to issue two (2) classes of shares, which shall be designated “Common Stock” and “Preferred Stock.” The number of shares of Common Stock which the corporation is authorized to issue is 230,000,000, and the number of shares of Preferred Stock which the corporation is authorized to issue is 5,000,000. The Preferred Stock may be issued in one or more series as the board of directors may by resolution designate. The board of directors is authorized to fix the number of shares of any series of Preferred Stock and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon the Preferred Stock as a class, or upon any wholly unissued series of Preferred Stock. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of Preferred Stock subsequent to the issue of shares of that series. Upon the amendment of this Article to read as herein set forth, each twenty (20) shares of Common Stock of the Corporation issued and outstanding as of 5:00 p.m. Pacific Time on the date this Certificate of Amendment of Articles of Incorporation is filed with the Secretary of State of the State of California (the “Effective Time”) is combined and converted into one (1) share of Common Stock. Each shareholder who, immediately prior to the Effective Time, owns a number of shares of Common Stock which is not evenly divisible by twenty (20) shall, with respect to such fractional interest, be entitled to receive from the Corporation cash in an amount equal to such fractional interest multiplied by $4.3660, the last sale price of the Common Stock (as adjusted to give effect to the reverse stock split) as reported on The Nasdaq Stock Market on the trading day immediately prior to the Effective Time.”

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of Common Stock of the corporation entitled to vote with respect to the foregoing amendment of the Articles of Incorporation was 164,821,077. The number of shares of Common Stock of the corporation voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. The outstanding shares of Preferred Stock of the corporation were not entitled to vote with respect to the foregoing amendment of the Articles of Incorporation.

* * * * *

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: July 24, 2023

	/s/ Josh Riggs
	Josh Riggs, President

	/s/ Peter Hong
	Peter Hong, Secretary

Exhibit 99.1

ONCOCYTE ANNOUNCES 1-for-20 reverse stock split

IRVINE, Calif., July 24, 2023 (GLOBE NEWSWIRE) — Oncocyte Corporation (Nasdaq: OCX) (the “Company”), a precision diagnostics company, announced today that the Company will implement a 1-for-20 reverse stock split of the outstanding shares of its common stock. The reverse stock split will be effective at 5:00 p.m. Pacific time on July 24, 2023, and the Company’s common stock will begin to trade on a post-split basis at the market open on July 25, 2023, under the Company’s existing trading symbol “OCX”. The CUSIP number for the common stock following the reverse stock split will be 68235C206. The reverse stock split is part of the Company’s plan to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Stock Market (“Nasdaq”).

The reverse stock split was approved by the Company’s shareholders at a Special Meeting of Shareholders held on July 24, 2023, which authorized the Company to effect the reverse stock split at the discretion of the Company’s Board of Directors within certain parameters approved by the shareholders. The final split ratio was subsequently approved by the Company’s Board of Directors at a meeting held on July 24, 2023.

The reverse stock split will reduce the number of outstanding shares of the Company’s common stock to approximately 8,241,054 shares, subject to adjustment due to the payment of cash in lieu of fractional shares. Proportionate adjustments will be made to the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding shares of convertible preferred stock, warrants, stock options, restricted stock units and other equity awards, and to the number of shares of common stock issuable under the Company’s equity incentive plans.

Information for Shareholders

As a result of the reverse stock split, each 20 shares of the Company’s common stock that are issued and outstanding immediately prior to the effectiveness of the split will be automatically combined and converted into one issued and outstanding share of common stock.

No fractional shares will be issued in connection with the reverse stock split. Shareholders who otherwise would be entitled to receive fractional shares will instead receive, upon surrender of stock certificates representing such shares of common stock, cash in an amount equal to the fraction of a share that shareholder otherwise would have been entitled to receive multiplied by the last sale price (as adjusted to reflect the reverse stock split) of the common stock as last reported on Nasdaq on the trading day preceding the effective date of the reverse stock split.

The reverse stock split will affect all shareholders uniformly and will not alter any shareholder’s relative interest in the Company’s equity securities, except to the extent that a shareholder receives a cash payment in lieu of any fractional shares. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock.

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, will maintain the book-entry records for the Company’s common stock, and will also serve as the exchange agent for holders of common stock in connection with the reverse stock split. Registered shareholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

As soon as practicable after the effective time of the reverse stock split, the Company’s transfer agent will send to the registered address of each holder of common stock a transmittal letter, along with a statement of ownership indicating the number of post- split shares of the Company’s common stock held by such shareholder. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to such shareholder’s registered address as soon as practicable after the effective time of the reverse stock split.

American Stock Transfer & Trust Company, LLC can be reached at (800) 937-5449.

About Oncocyte

Oncocyte is a precision diagnostics company. The Company’s tests are designed to help provide clarity and confidence to physicians and their patients. DetermaIO™ is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies. VitaGraft™ is a blood-based solid organ transplantation monitoring test, and pipeline test DetermaCNI™ is blood-based monitoring tool for monitoring therapeutic efficacy.

DetermaIO™, DetermaCNI™, and VitaGraft™ are trademarks of Oncocyte Corporation.

Oncocyte Forward Looking Statements

This press release contains forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts may be forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding the timing of the effectiveness of the reverse stock split and the Company’s continued listing on Nasdaq. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and described from time to time in the Company’s future reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are based upon information available to the Company as of the date of this press release and while the Company believes such information forms a reasonable basis for such statements, these statements are inherently uncertain. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investor Contact:

Jesse Arno

(949) 409-6770

jarno@oncocyte.com

Source: Oncocyte Corporation

Cover	Jul. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 24, 2023
Current Fiscal Year End Date	--12-31
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