Current Report Filing (8-k)
June 14 2021 - 06:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): June 11,
2021
OncoCyte Corporation
(Exact
name of registrant as specified in its charter)
|
California |
|
001-37648 |
|
27-1041563 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.)
|
15
Cushing
Irvine,
California 92618
(Address
of principal executive offices, including zip code)
(949)
409-7600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name of 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 |
|
The
Nasdaq Stock Market LLC |
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation to 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
1.01 |
Entry
into a Material Definitive Agreement. |
On
June 11, 2021, OncoCyte Corporation (the “Company”) entered into an
at-the-market sales agreement (the “Agreement”) with BTIG, LLC, as
sales agent and/or principal (the “Agent”) pursuant to which the
Company may sell up to an aggregate of $50,000,000 of shares of
Company common stock (the “Shares”) from time to time through the
Agent (the “ATM Offering”). If the Company determines to sell
Shares directly to BTIG, as principal (each such transaction, a
“Principal Transaction”), the Company and BTIG will enter into a
separate agreement that governs such Principal
Transaction.
Under
the Agreement, the Company will set the parameters for the sale of
Shares, including the number of Shares to be issued, the time
period during which sales are requested to be made, limitations on
the number of Shares that may be sold in any one trading day and
any minimum price below which sales may not be made. Sales of the
Shares, if any, under the Agreement may be made in transactions
that are deemed to be an “at the market offering” as defined in
Rule 415 under the Securities Act of 1933, as amended, including
sales made directly on the Nasdaq Stock Market LLC or sales made to
or through a market maker other than on an exchange. The Company
will pay the Agent a commission equal to 3.0% of the gross proceeds
of any Shares sold through the Agent under the Agreement. The
Agreement contains customary representations, warranties and
agreements by the Company, indemnification obligations of the
Company and the Agent, other obligations of the parties and
termination provisions. The Company has no obligation to sell any
of the Shares, and may at any time suspend offers under the
Agreement.
Offers
and sales of the Shares by the Company under the Agreement, if any,
will be made pursuant to the Company’s previously filed
Registration Statement on Form S-3 (File No. 333-256650) that was
declared effective by the Securities and Exchange Commission (the
“SEC”) on June 8, 2021, as supplemented by a prospectus supplement
related to the ATM Offering filed with the SEC on June 11,
2021.
The
Agreement is filed as Exhibit 1.1 to this Current Report. The
description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement filed
herewith as Exhibit 1.1.
Attached
as Exhibit 5.1 to this Current Report is the opinion of Ellenoff
Grossman & Schole LLP relating to the legality of the issuance
and sale of the Shares.
This
Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
Shares in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state.
|
Item
9.01 |
Financial
Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
June 11, 2021
|
|
ONCOCYTE
CORPORATION |
|
|
|
|
|
|
By: |
/s/
Mitchell Levine |
|
|
Name: |
Mitchell
Levine |
|
|
Title: |
Chief
Financial Officer |
OncoCyte (AMEX:OCX)
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