Current Report Filing (8-k)
July 20 2021 - 4:47PM
Edgar (US Regulatory)
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 15, 2021
Oncocyte Corporation
(Exact name
of registrant as specified in its charter)
California
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1-37648
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27-1041563
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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15 Cushing
Irvine,
California 92618
(Address
of principal executive offices)
(949)
409-7600
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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Common Stock, no par value
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OCX
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The Nasdaq Stock Market LLC
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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. ☒
Forward-Looking
Statements
Any
statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,”
“believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”)
should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from
the results anticipated in these forward-looking statements are contained in Oncocyte Corporation’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and in other filings
that Oncocyte may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the
date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, Oncocyte disclaims
any intent or obligation to update these forward-looking statements.
References
to “Oncocyte,” “we,” “us,” and “our” are references to Oncocyte Corporation.
Item 4.01 Changes In Registrant’s
Certifying Accountant
On
July 15, 2021, WithumSmith+Brown, PC (“Withum”), an independent registered public accounting firm, acquired certain
assets of OUM & Co. LLP (“OUM”), our independent registered public accounting firm, through a transaction in which OUM’s partners and professional
staff joined Withum as partners or employees.
As a result of this transaction, on July 15, 2021, OUM resigned as our independent registered public accounting firm, and on
July 19, 2021 the Audit Committee of our Board of Directors approved the engagement of Withum as our new independent registered
public accounting firm.
The
audit reports of OUM on the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles. During the two most recent fiscal years ended December 31, 2020 and 2019, and through the subsequent interim periods preceding
OUM’s resignation, there were no disagreements between us and OUM on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of OUM would have caused
them to make reference thereto in their reports on our financial statements for such years. During the two most recent fiscal years ended
December 31, 2020 and 2019, and through the subsequent interim periods preceding OUM’s resignation, there were no reportable events
within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
We
have provided OUM a copy of the disclosures in this Form 8-K and we have requested that OUM furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not they agree with the statements contained in this Report. A copy of the letter
dated July 19, 2021 is filed as an Exhibit to this Report.
During
our two most recent fiscal years ended December 31, 2020 and 2019, and through the subsequent interim periods preceding Withum’s
engagement, we did not consult with Withum on either (1) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that may be rendered on our financial statements, and Withum did not provide either
a written report or oral advice to us that Withum concluded was an important factor considered by us in reaching a decision as
to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement with OUM or
a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
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.
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ONCOCYTE CORPORATION
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Date: July 20, 2021
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By:
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/s/ Mitchell Levine
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Mitchell Levine
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Chief Financial Officer
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