Current Report Filing (8-k)
November 09 2021 - 04:44PM
Edgar (US Regulatory)
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2021-11-09
2021-11-09
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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): November 9, 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 be considered to be forward-looking statements. 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.
The
information in Item 2.02 and the accompanying Exhibit 99.1 shall be deemed “furnished” and not “filed” under
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any filings made by Oncocyte under the Securities Act of 1933, as amended,
or the Exchange Act except as may be expressly set forth by specific reference in such filing.
Item
2.02 - Results of Operations and Financial Condition
On
November 9, 2021, Oncocyte issued a press release announcing its financial results for the three and nine months ended September 30,
2021. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
The
information under this Item 2.02 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
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:
November 9, 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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