Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-256650
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated June 8, 2021)
11,765
Shares of Series A Convertible Preferred Stock
7,689,542
Shares of Common Stock
We
are offering 11,765 shares of our Series A Convertible Preferred Stock, or the “Series A Shares,” pursuant to this prospectus
supplement and the accompanying prospectus. The Series A Shares are convertible into a total of 7,689,542 shares of our common stock,
at a conversion price of $1.53 per share. This offering also relates to the shares of common stock issuable upon conversion of the Series
A Shares offered by this prospectus supplement and the accompanying prospectus. The purchase price of each Series A Share was $850, which
included an original issue discount to the stated value of $1,000 per share. The rights, preferences and privileges of the Series A Shares
are set forth in our Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, or
the Certificate of Determination, which we will file with the Secretary of State of the State of California. The closing of the sale
of Series A Shares will occur in two equal tranches of $5,000,000 each for aggregate gross proceeds from both closings of $10,000,000.
The first closing will occur on the later of (i) the second (2nd) trading day following the execution of the securities purchase agreement
and (ii) the second (2nd) trading day following the date that the California Secretary of State accepts the Certificate of Determination.
The second closing will occur on the earlier of (a) the second (2nd) trading day following the date that we receive notice from an investor
to accelerate the second closing and (b) a date selected by us on or after October 8, 2022 and on or prior to March 8, 2023.
Our
common stock is listed on The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “OCX.” The last reported sale price of
our common stock on April 13, 2022 was $1.27 per share. There is no established public trading market for the Series A Shares, and we
do not expect a market to develop. In addition, we do not intend to apply for listing of the Series A Shares on any national securities
exchange or interdealer quotation system. Without an active trading market, the liquidity of the Series A Shares will be limited.
In
a concurrent underwritten public offering, we entered into an underwriting agreement, dated April 13, 2022, with BTIG, LLC, as representative
for the several underwriters listed therein, pursuant to which we agreed to issue and sell to the underwriters an aggregate of 26,266,417
shares of our common stock, no par value per share, or the “common stock,” and 26,266,417 warrants to purchase 13,133,208
shares of common stock, or the “warrants” for an aggregate purchase price of approximately $35 million. Each share of common
stock sold in the Underwritten offering will be accompanied by a warrant to purchase 0.50 shares of our common stock at an exercise price
of $1.53 per share. We refer to the concurrent offer of common stock and warrants as the Underwritten offering. The closing of the Underwritten
offering is not contingent on the closing of this offering. We can offer no assurance that the Underwritten offering will close, and
if it does not close the common stock and warrants will not be sold, and we will not receive any proceeds, through that offering. See
“Concurrent Underwritten Offering” for more information.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement,
as well as the documents incorporated by reference in this prospectus supplement, for a discussion of the factors you should carefully
consider before deciding to purchase our Series A Shares.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
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Per Share | | |
Total | |
| Offering price | |
$ | 850 | | |
$ | 10,000,000 | |
| Proceeds to us (before expenses)(1) | |
$ | 850 | | |
$ | 10,000,000 | |
| |
(1) | The
Series A Shares are being offered and sold by us directly to the investors without a placement
agent, underwriter, broker or dealer. We are not paying underwriting discounts or commissions
in connection with this offering. |
The
Company expects to deliver the Series A Shares sold in a tranche on the second trading day following the closing of the tranche.
Prospectus
Supplement dated April 13, 2022
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of Series A Shares,
the concurrent Underwritten offering, and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus,
including the documents incorporated by reference therein, provides more general information which may not apply to this offering and
the concurrent Underwritten offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.
This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission, or the
SEC, utilizing a “shelf” registration process. Under the shelf registration process, we may offer securities having an aggregate
offering price of up to $240,000,000 under the accompanying prospectus.
If
information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference
that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. Any statement
so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed
not to constitute a part of this prospectus. However, if any statement in one of these documents is inconsistent with a statement in
another document having a later date—for example, a document incorporated by reference in this prospectus supplement— the
statement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition, results
of operations and prospects may have changed since the earlier dates.
This
prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference herein and therein include important
information about us, the Series A Shares being offered and other information you should know before investing in our Series A Shares.
You should also read and consider information in the documents we have referred you to in the section of this prospectus supplement and
the accompanying prospectus entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and in any free writing prospectuses we may provide to you in connection with this offering. We have not authorized any other person
to provide you with any information that is different. If anyone provides you with different or inconsistent information, you should
not rely on it. We are offering to sell, and seeking offers to buy, Series A Shares only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the offering of the Series A Shares in certain jurisdictions may be restricted
by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe
any restrictions relating to, the offering of the Series A Shares and the distribution of this prospectus supplement outside the United
States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of
an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
When
we refer to “Oncocyte,” “we,” “us,” “our,” “the Company” or similar words
refer to Oncocyte Corporation, together with our consolidated subsidiaries. When we refer to “you,” we mean purchasers or
prospective purchasers of the Series A Shares offered by this prospectus supplement and the accompanying prospectus.
DetermaRx™,
DetermaIO™, DetermaTx™, DetermaMx™, DetermaCNI™, and DetermaDx™ are trademarks of Oncocyte Corporation,
and TheraSure™ is a trademark of our subsidiary Chronix Biomedical, Inc., regardless of whether the “TM” symbol accompanies
the use of or reference to the applicable trademark in this prospectus supplement, the accompanying prospectus or any document incorporated
by reference. Solely for convenience, trademarks and tradenames referred to in this prospectus supplement may appear without the ®
and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the
fullest extent under applicable law, our rights, or that the applicable owner of any trademark or tradename that we our subsidiaries
do not own will not assert its rights, to the trademarks and tradenames.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the information incorporated into each by reference contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements
pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities
for Oncocyte, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management.
Forward-looking statements involve risks and uncertainties that can cause our actual results to differ materially from those discussed
in the forward-looking statements. The statements contained in this prospectus supplement that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words
such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,”
“should,” “strategy,” “target,” “will,” “would” and similar expressions or
variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management
based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other
important factors that could cause actual results and the timing of certain events to differ materially from future results expressed
or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, those identified below and those discussed in the section of this prospectus supplement entitled “Risk Factors.” Furthermore,
such forward-looking statements speak only as of the date of this prospectus supplement. Except as required by law, we undertake no obligation
to update any forward-looking statements to reflect events or circumstances after the date of such statements.
The
forward-looking statements in this prospectus supplement, the accompanying prospectus and the information incorporated into each by reference
include, among other things, statements about:
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the
timing and potential achievement of future milestones; |
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the
timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services and
other third-party payers; |
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our
plans to pursue research and development of diagnostic test candidates; |
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the
potential commercialization of our tests currently in development; |
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the
timing and success of future clinical trials and the period during which the results of the clinical trials will become available; |
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the
potential receipt of revenue from future sales of our tests or diagnostic tests in development; |
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our
assumptions regarding obtaining reimbursement and reimbursement rates; |
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our
estimates regarding future orders of diagnostic tests and our ability to perform a projected number of tests; |
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our
estimates and assumptions around patient populations, market size and price points for reimbursement for our diagnostic tests |
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our
estimates regarding future revenues and operating expenses, and future capital requirements; |
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our
intellectual property position; |
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the
impact of government laws and regulations; |
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the
uncertainties associated with the coronavirus (COVID-19) ongoing pandemic, including its possible effects on our operations and the
demand for our diagnostic tests and pharma services |
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our
ability to efficiently and flexibly manage our business amid uncertainties related to COVID-19; |
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our
competitive position; |
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the
consummation of this offering or the Underwritten offering and/or; |
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other
risks and uncertainties, including those listed under “Risk Factors” in this prospectus supplement. |
Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement, and the accompanying prospectus
and the information incorporated into each by reference. It is not possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue
reliance on these forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results
may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this note. Before purchasing any Series A Shares, you should consider
carefully all of the risk factors set forth or referred to in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference that could cause actual results to differ.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement, in
the accompanying prospectus and in the documents incorporated by reference. This summary is not complete and does not contain all the
information you should consider before investing in our Series A Shares pursuant to this prospectus supplement and the accompanying prospectus.
Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully read this entire
prospectus supplement and the accompanying prospectus, including “Risk Factors” beginning on page S-6 of this prospectus
supplement, the financial statements and related notes, and the other information incorporated by reference herein, including our Annual
Report on Form 10-K for the year ended December 31, 2021 and our other filings with the SEC that we file from time to time.
The
Company
Oncocyte
is a molecular diagnostics company focused on developing and commercializing proprietary tests, initially offered as laboratory-developed
tests, or “LDTs,” to serve unmet medical needs across the cancer care continuum. Our tests aim to provide actionable information
to physicians and patients at critical decision points to optimize treatment decisions, including the selection of immunotherapy, targeted
therapy and blood-based treatment monitoring to improve patient outcomes, and reduce overall cost of care.
We
have a broad menu of laboratory-developed tests that physicians may use at different critical decision points in cancer diagnosis and
treatment to support decision-making. In the cancer space, physicians utilize DNA and RNA based testing, also known as molecular testing,
to inform treatment decisions for patients diagnosed with cancer. Increasingly, physicians are also performing blood-based molecular
testing multiple times during the course of a patient’s treatment, also known as monitoring, to detect response or lack of response
to therapy in order to make early and timely changes in patient management. Our menu of tests includes a proprietary treatment stratification
test called DetermaRx™ that identifies which patients with early stage non-small cell lung cancer may benefit from chemotherapy,
resulting in a significantly higher, five-year survival rate, a proprietary gene expression assay called DetermaIOTM that
is designed to classify the tumor immune microenvironment and identify patients most likely to respond to immune checkpoint inhibition
or ICI, and a patented, blood test for treatment response monitoring called DetermaCNITM that is intended to measure and monitor
cancer treatment success by detecting changes in circulating tumor DNA (ctDNA) levels. We believe that these tests will enable the physician
to better manage their patient’s disease from diagnosis through monitoring and deliver a significant source of corporate differentiation
in the LDT space. We believe that our effort to provide clinically actionable tests for certain key decision points along the continuum
of patient management will mitigate the inherent risk of being a single product company and should lead to greater revenue opportunities
in rapidly emerging markets in cancer treatment.
Other
tests in our development pipeline include DetermaTx™, a test that is intended to compliment DetermaIO™ by assessing the mutational
status of a tumor to help identify the appropriate targeted therapy. We also plan to initiate the development of DetermaMx™ as
a blood based test to monitor cancer patients for recurrence of their disease. In addition to the CNI Monitor, we have through a subsidiary
certain organ transplant technology that enables a precise quantification of donor-derived cell-free DNA (dd-cfDNA) using digital PCR
to aid in the early detection of transplant rejection.
Corporate
Information
We
were incorporated in 2009 in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California 92618.
Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be accessed through,
our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
THE
OFFERING
| Series
A Shares offered by us(1) |
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11,765
shares. |
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| Offering
and Conversion price per Series A Share |
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$850
per share. The Series A Shares will be convertible into shares of our common stock (subject to adjustment as provided in the Certificate
of Determinations) at any time at the option of the holder, at an initial stated value of $1,000.00 per share of Series A Shares
and a conversion price of $1.53. This prospectus supplement also relates to the offering of shares of common stock issuable upon
conversion of the Series A Shares. |
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| Shares
of common stock outstanding before this offering: |
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92,246,604 |
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| Shares
of common stock outstanding after this offering(2) |
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99,936,146,
assuming that all shares of Series A Shares offered by this prospectus are immediately converted into shares of common stock. |
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| Use
of proceeds |
|
We
expect to receive net proceeds from this offering of approximately $9.9 million, after deducting
expenses of this offering payable by us. We currently intend to use the net proceeds from
this offering to promote commercialization of DetermaRx™, including sales and marketing
efforts and by conducting additional clinical studies to support clinical adoption of the
test; to complete development of DetermaIO™; complete the development and begin commercialization
of TheraSure™; and for development of other future tests in our pipeline, including
DetermaCNI™, DetermaTx™ and DetermaMx™.
We
expect to use net proceeds to pay for development costs associated with our activities under our Collaboration Agreement with Life
Technologies Corporation, or LTC, a subsidiary of Thermo Fisher Scientific, pursuant to which we have agreed to undertake certain
development efforts with LTC and to collaborate with LTC in the commercialization of Thermo Fisher Scientific’s existing Oncomine
Comprehensive Assay Plus, and our DetermaIO™ assay for use with LTC’s Ion Torrent™ Genexus™ Integrated Sequencer
and LTC’s Ion Torrent™ Genexus™ Purification System, in order to obtain in vitro diagnostic regulatory approval
of those tests.
We
may use net proceeds to make certain future milestone and other payments to former shareholders of companies that we have acquired,
including Chronix Biomedical, Inc., or Chronix, and Insight Genetics, Inc., or Insight, if the applicable milestones requiring such
payments are met.
We
may use net proceeds to invest in or acquire other businesses or technologies that we believe are complementary to our own, although
we have no binding agreements with respect to any acquisitions as of the date of this prospectus supplement See “Use of Proceeds”
beginning on page S-8 of this prospectus supplement.
Net
proceeds not used for the foregoing purposes may be used for general corporate and working capital purposes. |
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| Risk
factors |
|
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement
and page 5 of the accompanying prospectus, as well as the documents and other information incorporated by reference in or included
in this prospectus supplement, for a discussion of the risks you should carefully consider before investing in our securities. |
| Sales
of shares to certain shareholder |
|
Broadwood
Partners, L.P. (“Broadwood”) is purchasing 5,882.5 Series A Shares in this offering. Based on the latest amendment to
Broadwood’s report on Schedule 13D filed with the SEC, prior to this offering Broadwood and the President of its general partner
beneficially owned 17,832,445 shares of Oncocyte common stock, which represented approximately19.2% of the shares of Oncocyte common
stock outstanding. |
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| Concurrent
Underwritten offering |
|
In
the concurrent Underwritten offering, we entered into an underwriting agreement, dated April 13, 2022, with BTIG, LLC, as representative
for the several underwriters listed therein, pursuant to which we agreed to issue and sell to the underwriters an aggregate of 26,266,417
shares common stock and 26,266,417 warrants to purchase 13,133,208 shares of common stock for an aggregate purchase price of approximately
$35 million. Each share of common stock sold in the Underwritten offering will be accompanied by a warrant to purchase 0.50 shares of
our common stock at an exercise price of $1.53 per share. The common stock and warrants are not being offered pursuant to this prospectus
supplement and the accompanying prospectus. We can offer no assurance that the Underwritten offering will close, and if it does not close
the common stock and warrants will not be sold, and we will not receive any proceeds, through that offering. See “Concurrent Underwritten
Offering” for more information. |
| (1) | No
Series A Shares were issued and outstanding prior to this offering. |
| (2) |
The
number of shares of our common stock to be outstanding immediately after this offering as shown above is based on 92,246,604 shares
of our common stock outstanding as of April 13, 2022 and excludes: |
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2,251,576
shares of our common stock issuable upon exercise of warrants outstanding as of December 31, 2021, with exercise prices ranging from
$1.69 to $5.50 per share; |
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923,000
shares of our common stock issuable upon exercise of options outstanding under our 2010 Stock Option Plan as of December 31, 2021,
with a weighted-average exercise price of $3.65 per share; |
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3,291,000
shares of our common stock issuable upon exercise of options outstanding under our 2018 Equity Incentive Plan as of December 31,
2021, with a weighted-average exercise price of $2.52 per share; |
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655,800
restricted stock units issued under our 2018 Equity Incentive Plan; |
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9,005,910
shares of our common stock available for future grants under our 2018 Equity Incentive Plan
as of December 31, 2021; and |
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shares
of common stock and shares of common stock issuable upon exercise of the warrants issued if the Underwritten offering is consummated. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. You should carefully consider the following risk factors, together
with all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
as modified and superseded, before you decide to invest in our securities, including without limitation the “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 11, 2022. The occurrence of any
of the following risks could harm our business. In that case, the trading price of our common stock could decline, and you may lose all
or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also
impair our operations. You should also refer to the other information contained in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including our financial
statements and the notes to those statements and the information set forth in the section entitled “Special Note Regarding Forward-Looking
Statements.”
Risks
Related to this Offering
We
have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
We
currently intend to use the net proceeds from this offering to support our DetermaRx™ and DetermaIO™ development and commercialization
efforts, including additional clinical studies to support reimbursement and adoption, for development of DetermaCNI™ and other
diagnostic tests, for the payment of contingent merger consideration that may become payable to former Chronix shareholders and former
Insight shareholders arising from our acquisition of those companies, and for general corporate and working capital purposes. In addition,
as part of our strategic business plan, we regularly research and are actively evaluating the acquisition of businesses or technologies
that we believe are complementary to our own laboratory test development and commercialization efforts. Consequently, we may use net
proceeds from the offering to invest in or acquire businesses or assets, including also licensing of rights to use technologies. See
“Use of Proceeds” in this prospectus supplement.
The
actual amounts and timing of our expenditures are within management’s discretion and may vary significantly depending on numerous
factors such as the progress of our development and commercialization efforts, the results of our clinical studies, and any unforeseen
cash needs. Because we have broad discretion in determining how the proceeds of this offering will be used, you will be relying on the
judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately.
There
may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.
In
a concurrent underwritten public offering, we entered into an underwriting agreement, dated April 13, 2022, with BTIG, LLC, as representative
for the several underwriters listed therein, pursuant to which we agreed to issue and sell to the underwriters an aggregate of 26,266,417
shares common stock and 26,266,417 warrants to purchase 13,133,208 shares of common stock for an aggregate purchase price of approximately
$35 million. Each share of common stock sold in the Underwritten offering will be accompanied by a warrant to purchase 0.50 shares of
our common stock at an exercise price of $1.53 per share. In addition, we granted the underwriters a 30-day option to purchase up to
3,939,962 additional shares of common stock, and/or 3,939,962 additional warrants, to cover over-allotments in connection with the Underwritten
offering. See “Concurrent Underwritten Offering” for more information. Such issuances may involve a significant number of
shares of our common stock at prices less than the offering price in this offering.
Additionally,
subject to an at-the-market sales agreement, dated June 8, 2021 with BTIG, LLC to create an at-the-market equity program and certain
short-term restrictions contained in the underwriting agreement with the underwriters of the Underwritten offering, we are generally
not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable
for, or that represent the right to receive, common stock or preferred stock. We may, in the future, seek additional capital through
a combination of public and private offerings of common stock or preferred stock, or other securities convertible into or exchangeable
for, or that represent a right to receive, common stock or preferred stock. We may also participate in debt financings. To the extent
that we raise additional capital through the sale of common stock or preferred stock, or securities that are convertible into or exchangeable
for, or that represent a right to receive, common stock or preferred stock, your ownership interest will be diluted, and the market price
of our common stock could be adversely affected. The incurrence of indebtedness or issuance of additional preferred stock would result
in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to pay dividends, limitations on our ability to acquire or license intellectual property rights and
other operating restrictions that could adversely impact our ability to conduct our business. Moreover, we will issue additional shares
of our common stock upon the exercise of currently outstanding options and warrants. Such issuances may involve a significant number
of shares of our common stock at prices less than the offering price in this offering.
We
may also issue additional shares of our common stock in the future to former shareholders of Razor Genomics, Inc., or Razor, Chronix,
and Insight as additional acquisition consideration if certain milestones are achieved related to the development, commercialization,
or clinical trials of the diagnostic tests we acquired through our acquisition of those companies.
The
resale of any of the shares of common stock that we may issue may depress the prices at which our common stock trades.
Because
we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be
your sole source of gain.
We
have never declared or paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future.
We currently intend to retain all of our future earnings, if any, but for reinvestment in our business. We presently are prohibited from
paying cash dividends under an existing credit agreement with Silicon Valley Bank, including but not limited to cash dividends on Series
A Shares and common stock, and will be prohibited from paying cash dividends on common stock under the terms of the Series A Shares.
After those restrictions lapse through the repayment of the bank loans, and the redemption or conversion of Series A Shares into common
stock in the case of the restriction imposed by the Series A Shares, any future determination to pay cash dividends will be at the discretion
of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors
as our board of directors deems relevant. See “Dividend Policy” on page S-8 of this prospectus supplement. As a result,
for the foreseeable future capital appreciation, if any, will be your sole source of gain from owning Series A Shares or shares of our
common stock.
There
is no public market for the Series A Shares being offered in this offering.
There
is no established public trading market for the Series A Shares being offered through this prospectus supplement, and we do not expect
a market to develop. In addition, we do not intend to apply for listing of the Series A Shares on any securities exchange. Without an
active market, the liquidity of the Series A Shares will be limited.
Holders
of our Series A Shares will have no rights as a common stockholder until such holders convert their Series A Shares and acquire our common
stock, and will only have the rights provided in the Series A Shares.
Until
holders of Series A Shares acquire shares of our common stock upon conversion of the Series A Shares, holders of Series A Shares will
not have any voting rights with respect to the shares of our common stock underlying such Series A Shares and will only have the rights
provided by the terms of the Series A Shares with respect to other matters like the right to receive dividends. Upon conversion of the
Series A Shares into common stock, the holders of the common stock will be entitled to exercise the rights of a common stockholder only
as to matters for which the record date occurs after the conversion date.
The
Series A Shares are speculative in nature.
There
can be no assurance that the market price of our common stock will ever equal or exceed the conversion price of the Series A Shares and
consequently, there is no certainty that it will ever be profitable for holders of the warrants to convert their Series A Shares into
common stock.
Certain
provisions of the Series A Shares will restrict our use of cash, incurrence of indebtedness, and issuance of senior securities.
The
provisions of the Series A Shares require that, for so long as any Series A Shares are outstanding (a) we must maintain minimum unrestricted,
unencumbered cash on hand of at least $8,000,000; (b) we are not permitted to incur indebtedness in excess of $15,000,000, subject to
certain exceptions; (c) we are not permitted to enter into any agreement (including any indenture, credit agreement or other debt instrument)
that prohibits, prevents or otherwise limits our ability to pay dividends on or to redeem the Series A Shares in accordance with its
terms, and (d) we are not permitted to authorize or issue any class or series of preferred stock or other capital stock that ranks senior
to or pari passu with the Series A Shares with respect to the payment of dividends or upon a liquidation or certain change of
control transactions.
USE
OF PROCEEDS
We
estimate that the net proceeds from the offering will be approximately $9.9 million, after deducting estimated offering expenses payable
by us.
We
currently intend to use the net proceeds from this offering to promote commercialization of DetermaRx™, including sales and marketing
efforts and by conducting additional clinical studies to support clinical adoption of the test; to complete development of DetermaIO™;
complete the development and begin commercialization of TheraSure™; and for development of other future tests in our pipeline,
including DetermaCNI™, DetermaTx™ and DetermaMx™.We expect to use net proceeds to pay for development costs associated
with our activities under our Collaboration Agreement with Life Technologies Corporation, or LTC, a subsidiary of Thermo Fisher Scientific,
pursuant to which we have agreed to undertake certain development efforts with LTC and to collaborate with LTC in the commercialization
of Thermo Fisher Scientific’s existing Oncomine Comprehensive Assay Plus, and our DetermaIO™ assay for use with LTC’s
Ion Torrent™ Genexus™ Integrated Sequencer and LTC’s Ion Torrent™ Genexus™ Purification System, in order
to obtain in vitro diagnostic regulatory approval of those tests.
We
may also use net proceeds to make certain future milestone payments to former shareholders of Chronix and Insight as additional merger
consideration that may become payable if the applicable milestones requiring such payments are met.
As
part of our strategic business plan, we regularly research and evaluate the acquisition of businesses or technologies that we believe
are complementary to our own diagnostic test development and commercialization efforts. Consequently, we may use net proceeds invest
in or acquire other businesses or assets, including also licensing rights to use technologies. Our strategic initiatives are currently
focused on, and we are actively evaluating, businesses or technologies that we believe will allow us to acquire additional cancer tests
for development. However, we have no binding agreements with respect to any such additional acquisitions in place as of the date of this
prospectus supplement.
Net
proceeds not used for the foregoing purposes may be used for general corporate and working capital purposes. We may contribute net proceeds
to one or more of our subsidiaries for purposes described above or to otherwise finance their operations.
We
have broad discretion in determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned
possible uses. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have
the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Our board of directors
believes the flexibility in application of the net proceeds is prudent.
The
actual amounts and timing of our expenditures are within management’s discretion and may vary significantly depending on numerous
factors such as the progress of our development and commercialization efforts, the results of our clinical studies, and any unforeseen
cash needs.
Pending
application of the net proceeds as described above, we may temporarily invest any net proceeds in a variety of capital preservation instruments,
including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future.
We currently intend to retain all of our future earnings, if any, but for reinvestment in our business. We presently are prohibited from
paying cash dividends, including but not limited to cash dividends on Series A Shares and common stock, under an existing credit agreement
with Silicon Valley Bank and will be prohibited from paying cash dividends on common stock under the terms of the Series A Shares. After
those restrictions lapse through the repayment of the bank loans and, in the case of the restriction imposed by the Series A Shares,
the redemption or conversion of Series A Shares into common stock, any future determination to pay cash dividends will be at the discretion
of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors
as our board of directors deems relevant. As a result, for the foreseeable future capital appreciation, if any, will be your sole source
of gain from owning Series A Shares and shares of our common stock.
DESCRIPTION
OF OUR PREFERRED STOCK
The
following description is a summary of certain provisions of our Series A Convertible Preferred Stock, no par value per share, or the
“Series A Shares”. The following summary supplements and, to the extent that it is inconsistent therewith, replaces the description
of our preferred stock in the accompanying prospectus.
A
copy of the Certificate of Determination setting forth the terms of the Series A Shares was filed with the SEC on a Current Report on
Form 8-K on April 13, 2022 and is incorporated by reference into this prospectus supplement. This description of the terms of the Series
A Shares is not complete and is subject to, and qualified in its entirety by reference to, the provisions of the Certificate of Determination.
General
Under
our Articles of Incorporation, our board of directors is authorized to provide, without further shareholder action, for the issuance
of up to 5,000,000 shares of preferred stock, no par value per share, and 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. As of the date of this prospectus supplement, no shares of preferred stock are
outstanding. At the closings of this offering, which will be in two equal tranches, we will issue in the aggregate 11,745 Series A Shares.
Purchase
Price
Each
Series A Share is being offered at an original price of $850 which represents an original issue discount from the $1,000 initial “stated
value” per share of the Series A Shares. The stated value of the Series A Shares is the amount used to determine dividends, liquidation
preference payments, redemption payments, and the number of shares of common stock issuable upon conversion of Series A Shares into common
stock.
Dividends
The
preferred stock will pay a dividend in the amount of 6% of the stated value of the Series A Shares. The dividend is payable on a quarterly
basis in cash, or, at our election, by an accretion to increase the stated value by the amount of the dividend in lieu of a cash payment.
The initial stated value of each Series A Share is $1,000 and is subject to increase to the extent we elect to increase the stated value
in lieu of paying accrued cash dividends. Accordingly, the amount of dividends payable in any quarter may increase if the stated value
of the Series A Shares increases. While our loan from Silicon Valley Bank remains outstanding we will be subject to restrictions on the
payment of cash dividends and expect that we will be required to accrete accrued dividends to the stated value.
Conversion
Holders
of the Series A Shares will have the right to convert all or a portion of the Series A Shares into shares of common stock at any time
and from time to time after issuance. The number of shares of common stock issuable upon the conversion of each Series A Share will be
the stated value then in effect divided by the conversion price. The conversion price per share shall be $1.53, subject to certain adjustments.
A holder (together with its affiliates) may not convert any portion of such holder’s Series A Shares to the extent that the holder
would beneficially own shares of common stock in excess of the Beneficial Ownership Limitation (as defined in the sentence below). The
“Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Series A Shares,
9.99%) of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock
issuable upon conversion of Series A Shares held by the applicable holder; provided, however, that prior to the first closing date of
this offering, upon the election of the holder by notice to the Company, the Beneficial Ownership Limitation shall be increased to 19.99%;
provided, further, following receipt of shareholder approval at a subsequent meeting of shareholders as may be required by the applicable
rules and regulations of the Trading Market with respect to allowing the exercise in full of a holder’s Series A Shares, the Beneficial
Ownership Limitation shall no longer apply solely as to the holder if the holder has notified the Company that the holder wishes the
Company to seek such shareholder approval.
Forced
Conversion at the Company’s Option
We
are permitted to force the conversion of Series A Shares into common stock at any time when during 20 out of the 30 preceding trading
days the volume weighted average price or “VWAP” of the common stock equals or exceeds 140% of the conversion price, and
the daily trading volume exceeds 400,000 shares. The maximum amount of Series A Shares of any holder of Series A Shares that we can elect
to convert during any such individual period is limited to one-third of the Series A Shares then held by such shareholder. However, we
can elect to convert additional Series A Shares into common stock, subject to the one-third limitation, in any subsequent period during
which the VWAP and trading volume thresholds are met during subsequent. The number of Series A Shares that we can elect to convert into
common stock at any time will be reduced to the extent that the holder of Series A Shares elects on their own to convert Series A Shares
into common stock.
Mandatory
Redemption
We
are required to redeem all outstanding shares of preferred stock on April 8, 2024 or earlier upon the occurrence of any of the following
events: (i) a Bankruptcy Event, (ii) a Change of Control Transaction, or (iii) a Non-Compliance Event provided that notice to us is given
within a specified time frame by holders of not less than 51% of the outstanding Series A Shares demanding redemption of all of the outstanding
Series A Shares following the occurrence of the Non-Compliance Event.
A
Bankruptcy Event refers to the occurrence of certain proceedings voluntarily commenced by us or involuntarily commenced against us or
our assets or against any of our subsidiaries or their assets under bankruptcy laws, receivership laws and similar laws.
A
Change of Control Transaction refers to (a) an acquisition of effective control (whether through legal or beneficial ownership of Oncocyte
capital stock, by contract or otherwise) of more than 50% of the voting securities of Oncocyte (other than by means of conversion of
Series A Shares into common stock), (b) a merger or consolidation of Oncocyte with any business entity that results in the Oncocyte shareholders
immediately prior to such transaction owning less than 50% of the aggregate voting power of Onococyte or the successor entity of such
transaction, or (c) a sale or transfer all or substantially all of our assets.
A
Non-Compliance Event means we fail to maintain minimum unrestricted, unencumbered cash on hand of at least $8,000,000.
If
Series A Shares are redeemed we must pay the holder of the redeemed shares the sum of the stated value per share, as increased by any
accretions on account of dividends not paid in cash, plus all accrued and unpaid dividends not accreted to stated value, and any amounts
that have become payable to the holder of the redeemed shares as a result of a failure or delay on our part in issuing shares of common
stock upon any prior conversion of a portion of their Series A Shares.
Liquidation
Preference
Upon
a voluntary or involuntary liquidation, dissolution or winding-up of Oncocyte, holders of Series A Shares will receive the sum of the
stated value, as increased by any accreted dividends not paid in cash, plus all accrued and unpaid dividends not accreted to stated value,
and any other amounts payable with respect to Series A Shares as a result of a failure or delay on our part in issuing shares of common
stock upon any prior conversion of a portion conversion of a holder’s Series A Shares. This liquidation payment will be paid prior
and in preference to the distribution of cash or other assets of Oncocyte to holders of all other classes of Oncocyte capital stock,
including the common stock.
Certain
Restrictions Imposed by Series A Shares
So
long as Series A Shares remain issued and outstanding, we will be subject to the following financial restrictions: (i) we must maintain
an unrestricted cash balance of at least $8 million; (ii) we must not incur indebtedness in excess of $15 million, (iii) we must not
enter into any agreement which prohibits, prevents or otherwise limits our ability to pay dividends on or redeem the Series A Shares
in accordance with the terms of such shares, and (iv) we must not authorize or issue any class or series of preferred stock or other
capital stock that ranks senior or pari passu with the Series A Shares with respect to the payment of dividends or upon a liquidation
or Change of Control Transaction. We also may not pay any dividends on our common stock except for dividends payable only in shares of
common stock.
CONCURRENT
UNDERWRITTEN OFFERING
In
a concurrent Underwritten offering, we entered into an underwriting agreement, dated April 13, 2022, with BTIG, LLC, as representative
for the several underwriters listed therein, pursuant to which we agreed to issue and sell to the underwriters an aggregate of 26,266,417
shares common stock and 26,266,417 warrants to purchase 13,133,208 shares of common stock for an aggregate purchase price of approximately
$35 million. Each share of common stock sold in the Underwritten offering will be accompanied by a warrant to purchase 0.50 shares of
our common stock at an exercise price of $1.53 per share. Below is a brief summary of the terms of the common stock and warrants. No
shares of common stock or warrants are being offered for sale pursuant to this prospectus supplement. We can offer no assurance that
the Underwritten offering will close, and if it does not close the common stock and warrants will not be sold, and we will not receive
any proceeds, through that offering. The following description summarizes the material terms of the common stock and warrants. Because
it is only a summary, it may not contain all the information that is important to you.
Common
Stock
The
material terms and provisions of our common stock are described in the section titled “Description of Common Stock and Preferred
Stock – Common Stock” in the accompanying prospectus.
Securities
Exchange Listing
Our
common stock is listed on The Nasdaq Stock Market LLC under the symbol “OCX.” We do not intend to list the warrants, nor
do we expect the warrants to be quoted, on the Nasdaq or any other national securities exchange or any other nationally recognized trading
system.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
Warrants
The
following is a summary of the material terms and provisions of the warrants that are being offered in the Underwritten offering, the
form of which will be filed as exhibit to a Current Report on Form 8-K in connection with the Underwritten offering and incorporated
by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should also carefully
review the terms and provisions set forth in the form of warrant for a complete description of the terms and conditions of the warrants.
Duration
and Exercise Price
Each
warrant will have an exercise price equal to $1.53. The warrants will be exercisable upon issuance and may be exercised until the fifth
anniversary of the issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate
adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise
price. Although the warrants will be sold in tandem with the common stock in the Underwritten offering, the warrants and common stock
may be transferred separately immediately thereafter. Warrants will be issued in certificated form only.
Exercisability
The
warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless
exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to
the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at
least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising
the holder’s warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance with the terms of the warrants. Notwithstanding the foregoing, at
the closing of the Underwritten offering, by notice to us, a holder may elect, solely as to that holder, to increase the amount of ownership
of outstanding stock after exercising the holder’s warrant up to 19.99% of the number of shares of our common stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.
Further; following receipt of shareholder approval at a subsequent meeting of shareholders as may be required by the applicable rules
and regulations of the Nasdaq with respect to allowing the exercise in full of a holder’s Warrants without regard to the ownership
limitations outlined above, the provisions of the applicable beneficial ownership limitations will no longer apply solely as to that
holder, if such holder has notified the Company that the holder wishes the Company to seek such shareholder approval.
Cashless
Exercise
If,
at the time a holder exercises its warrants, a registration statement registering the sale of the shares of common stock to the warrant
holder upon exercise of the warrants is not then effective under the Securities Act, or the prospectus contained therein is not available
for the issuance of the common stock to the holder, then in lieu of making the cash payment of the exercise price that otherwise would
be required to be made to us, the holder may only elect to receive upon such exercise the net number of shares of common stock determined
according to the formula set forth in the warrant. In accordance with that formula, the number of shares of common stock issuable in
a cashless exercise of a warrant will be equal to the quotient of (A) the volume weighted average price of the common stock, determined
in accordance with the terms of the warrant, minus the exercise price of the warrant, (B) multiplied by the number of shares of common
stock that would be issuable upon exercise of the warrant if such exercise were by means of a cash exercise, divided by (C) the volume
weighted average price of the common stock, determined in accordance with the terms of the warrant.
Fundamental
Transactions
In
the event of any fundamental transaction, as described in the warrants and generally including any merger with or into another entity,
sale of all or substantially all of our assets, a tender offer or exchange offer, or reclassification of our common stock, then upon
any subsequent exercise of a warrant, the holder will have the right to receive as alternative consideration, for each share of our common
stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number
of shares of common stock of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional
consideration receivable upon or as a result of such transaction by a holder of the number of shares of our common stock for which the
warrant is exercisable immediately prior to such event.
Transferability
Subject
to applicable laws, a warrant may be transferred at the option of the holder upon surrender of the warrant at the principal office of
the Company or its designated agent, together with the appropriate instruments of transfer.
Fractional
Shares
No
fractional shares of common stock will be issued upon the exercise of the warrants. Rather, the number of shares of common stock to be
issued will, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the exercise price or round up to the next whole share.
Trading
Market
There
is no established trading market for the warrants, and we do not expect an active trading market to develop. We do not intend to apply
to list the warrants on any securities exchange or any interdealer quotation system. Without a trading market, the liquidity of the warrants
will be extremely limited.
Right
as a Shareholder
The
warrants do not provide warrant holders with any rights or privileges of a holder of our common stock, such as voting rights and rights
to receive dividends, until such holder exercises their warrants. Instead, the warrant holders will have only the rights provided by
the terms of the warrants, which generally relate to the right to receive shares of common stock through the exercise of the warrants,
and rights to transfer the warrants.
Waivers
and Amendments
No
term of the warrants may be amended or waived without the written consent of the Company, on the one hand, and the holder of a warrant,
on the other.
Redemption
The
warrants are callable by us in certain circumstances. Subject to certain exceptions, if, at any time after the initial exercise date
of the Warrants, (i) the volume weighted average price of our shares of common stock for 10 consecutive trading days (the “Measurement
Period”) exceeds 125% of the then exercise price, (ii) the average daily trading volume of our shares of common stock for such
Measurement Period exceeds 100,00 shares of common stock per trading day, and (iii) the holders of the warrants are not in possession
of any information that constitutes or might constitute, material non-public information which was provided by us, then we may, within
five trading days of the end of such Measurement Period, upon notice to the holders of the warrants (a “Call Notice”), call
for cancellation of all of the warrants for which a notice of exercise has not yet been delivered, or a Call, for consideration equal
to $0.01 per warrant share. Any portion of a warrant subject to such Call Notice for which a notice of exercise shall not have been received
by us on the Call Date (as defined below) will be cancelled at 6:30 p.m. (New York City time) on the tenth trading day after the date
the Call Notice is received by the holder (such date and time, the “Call Date”). Our right to Call the warrants will be exercised
with respect to all of the then issued and outstanding warrants.
PLAN
OF DISTRIBUTION
We
have entered into a securities purchase agreement with certain institutional investors pursuant to which we have agreed to issue and
sell directly to such investors, and such investors have agreed to purchase directly from us, 11,765 Series A Shares, which Series A
Shares are convertible into a total of 7,689,542 shares of our common stock, at a conversion price of $1.53. The purchase price of each
Series A Share was $850, which included an original issue discount to the stated value of $1,000 per share.
The
Series A Shares, and the underlying shares of common stock, are being offered and sold by us directly to the investors without a placement
agent, underwriter, broker or dealer. We are not paying underwriting discounts or commissions in connection with this offering.
The
closing of the sale of Series A Shares will occur in two equal tranches of $5,000,000 each for aggregate gross proceeds from both closings
of $10,000,000. The first closing will occur on the later of (i) the second (2nd) trading day following the execution of the securities
purchase agreement and (ii) the second (2nd) trading day following the date that the California Secretary of State accepts the Certificate
of Determination. The second closing will occur on the earlier of (a) the second (2nd) trading day following the date that we receive
notice from an investor to accelerate the second closing and (b) a date selected by us on or after October 8, 2022 and on or prior to
March 8, 2023.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
The
balance sheet of Oncocyte Corporation as of December 31, 2021 and the related statements of operations, comprehensive loss, shareholders’
equity, and cash flows for the period ended December 31, 2021, have been incorporated by reference into this prospectus supplement and
the registration statement in reliance on the report of WithumSmith + Brown PC, an independent registered public accounting firm, upon
the authority of said firm as experts in auditing and accounting.
The
balance sheet of Oncocyte Corporation as of December 31, 2020 and the related statements of operations, comprehensive loss, shareholders’
equity, and cash flows for the period ended December 31, 2020, have been incorporated by reference into this prospectus supplement and
the registration statement in reliance on the report of OUM & Co. LLP, an independent registered public accounting firm, upon the
authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement does not contain all of the
information set forth in the registration statement and the exhibits to the registration statement. For further information with respect
to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits
and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person
to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front
page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered
by this prospectus supplement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically
with the SEC. The address for the SEC’s website is http://www.sec.gov.
Our
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and shall
not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
We
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports
and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus supplement. We incorporate by reference the following information or documents
that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General
Instructions of Form 8-K):
| |
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 11, 2022; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K filed with the SEC on January 18, 2022, March 14, 2022 and April 13, 2022; and |
| |
|
|
| |
● |
The
description of our common stock included in Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2021, as filed with the SEC on March 11, 2022; including any amendment or report (or exhibit to any such amendment or report) filed
for the purpose of updating that description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering (excluding those portions of such reports and documents furnished to, rather than filed with, the SEC) will also be
incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing
of such reports and documents.
Any
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this prospectus supplement or any additional prospectus supplements
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written
or oral request, a copy of any or all documents that are incorporated by reference into this prospectus supplement, but not delivered
with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference
into the documents that this prospectus supplement incorporates. You should direct any requests to:
Oncocyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
PROSPECTUS
$240,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may, from time to time in one or more offerings, offer and sell up to $240.0 million in the aggregate of common stock, preferred stock,
warrants, units or any combination of the foregoing, either individually or as a combination of one or more of these securities. This
prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered
in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained
in this prospectus. We may sell these securities directly to investors, through agents designated from time to time or to or through
underwriters or dealers. See the section of this prospectus entitled “Plan of Distribution” for additional information.
If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of
such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of
such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Please
read carefully this prospectus, all applicable prospectus supplements, any related free writing prospectuses, and the documents incorporated
by reference herein and therein before you invest in any of our securities. This prospectus may not be used to offer or sell any securities
unless accompanied by the applicable prospectus supplement.
Our
common stock is traded on The Nasdaq Stock Market LLC, or the Nasdaq, under the symbol “OCX”. On May 26, 2021, the last reported
sales price of our common stock on the Nasdaq was $4.38 per share.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act,
and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our filings with
the Securities and Exchange Commission.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus, and under
similar headings in the documents incorporated by reference into this prospectus or any applicable prospectus supplement or any related
free writing prospectus for a discussion of the factors we urge you to consider carefully before deciding to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is June 8, 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, under
the Securities Act of 1933, as amended, of the Securities Act, using a “shelf” registration process. Under this process,
we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount
of $240.0 million of any of the securities described in this prospectus.
This
prospectus provides a general description of the securities we may offer. Each time we offer and sell securities under this prospectus,
we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of that
offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to a particular offering. The prospectus supplement and any related free writing prospectus may also add, update or change information
contained in this prospectus or in any documents that we have incorporated by reference into this prospectus with respect to that offering.
To the extent there is a conflict between any statement contained in this prospectus, any applicable prospectus supplement, any related
free writing prospectus or any document incorporated by reference into this prospectus, the statement in the document having the later
date modifies or supersedes the earlier statement.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document, and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or the time of any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since those dates.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
or the information contained in any free writing prospectus we have authorized for use in connection with a specific offering. We have
not authorized anyone to provide you with different or additional information. This prospectus is neither an offer to sell nor a solicitation
of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an
offer to buy securities where an offer or solicitation would be unlawful.
As
permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information
not contained in this prospectus. This prospectus also contains summaries of certain provisions of the documents described herein, but
all summaries are qualified in their entirety by reference to the actual documents. You may read the registration statement and the other
reports we file with the SEC, and you may obtain copies of the actual documents summarized herein (if and when filed with the SEC), at
the SEC’s website. See “Where You Can Find More Information.”
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document incorporated by reference
into this prospectus were made solely for the benefit of the parties to such agreement, including for the purpose of allocating risks
among such parties, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants do not purport to be accurate as of any date other than when made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current state of our affairs.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our diagnostic
tests, including data regarding the estimated size of those markets and their projected growth rates, as well as market research, estimates
and forecasts prepared by our management. We obtained the industry, market and other data throughout this prospectus from our own internal
estimates and research, as well as from publicly available information, industry publications and research, surveys and studies conducted
by third-parties, including governmental agencies.
Information
that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and
actual events or circumstances may differ materially from events and circumstances that are assumed in this information based on various
factors, including those discussed under the heading “Risk Factors” and elsewhere in this prospectus and in the documents
incorporated by reference. We believe that these sources and estimates are reliable but have not independently verified them and cannot
guarantee their accuracy or completeness. We caution you not to give undue weight to such projections, assumptions and estimates.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated by reference contain “forward-looking statements” that involve risks and uncertainties.
Our actual results could differ materially from those discussed in the forward-looking statements. All statements that are not purely
historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements
are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “seek,” “should,” “strategy,” “target,” “will,” “would”
and similar expressions or variations intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. These statements are based on the beliefs and assumptions of our management based on information currently available
to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual
results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed
in the Risk Factors sections and elsewhere in our Annual Reports on Form 10-K and in our Quarterly Reports on Form 10-Q and in
the other periodic reports and other filings that we file from time to time with the SEC. These factors and the other cautionary statements
made in this prospectus and the documents incorporated by reference herein should be read as being applicable to all related forward-looking
statements whenever they appear in this prospectus. The disclosure in this prospectus, including any forward-looking statement, speaks
only as of its date, the date of this prospectus, or the date of any document incorporated by reference into this prospectus, as applicable.
We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by law.
The
forward-looking statements in this prospectus and the information incorporated by reference include, among other things, statements about:
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the
timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services and
other third-party payers; |
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our
plans to pursue research and development of laboratory test candidates; |
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the
potential commercialization of our laboratory tests currently in development; |
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the
timing and success of future clinical trials and the period during which the results of the clinical trials will become available; |
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the
potential receipt of revenue from future sales of our current laboratory tests or tests in development; |
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our
assumptions regarding obtaining reimbursement and reimbursement rates; |
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our
estimates regarding future orders of laboratory tests and our ability to perform a projected number of tests; |
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our
estimates and assumptions around patient populations, market size and price points for reimbursement for our laboratory tests |
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our
estimates regarding future revenues and operating expenses, and future capital requirements; |
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our
intellectual property position; |
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the
impact of government laws and regulations; |
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our
ability to expand our operations geographically in the United States and abroad; |
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the
impact of the Covid-19 pandemic on our operations and demand for our diagnostic tests; and |
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competitive position; |
Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement, and the accompanying prospectus
and the information incorporated into each by reference. It is not possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue
reliance on these forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results
may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this note. Before purchasing any shares of common stock, you should
consider carefully all of the risk factors set forth or referred to in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference that could cause actual results to differ.
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all
the information you should consider before investing in our securities pursuant to this prospectus. Before making an investment decision,
please carefully read this entire prospectus and the documents incorporated by reference into this prospectus, including the “Risk
Factors” section of our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and our financial
statements and the related notes incorporated by reference into this prospectus. In this prospectus, unless the context otherwise requires,
the terms “OncoCyte,” “we,” “us” or “our” refer to OncoCyte Corporation.
Overview
We
are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests (“LDTs”)
to serve unmet medical needs across the cancer care continuum. Our mission is to provide actionable information to physicians and patients
at critical decision points to optimize diagnosis and treatment decisions, improve patient outcomes, and reduce overall cost of care.
We have prioritized lung cancer as our first indication. Lung cancer remains the leading cause of cancer death in the United States,
despite the availability of molecular testing and novel therapies to treat patients.
Our
first commercial diagnostic test is a proprietary treatment stratification test called DetermaRx™ that identifies which patients
with early stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate.
We are also developing multi-gene molecular, laboratory-developed diagnostic tests that we have branded as DetermaIO™. DetermaIO™
is a proprietary gene expression assay with promising data supporting its potential to help identify patients likely to respond to checkpoint
inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including non-small
cell lung cancer (NSCLC), and triple negative breast cancer (TNBC). DetermaIO™ is presently available for research use but one
of our goals is to complete development of that assay and to make it available for clinical use later this year. We also perform assay
development and clinical testing services for pharmaceutical and biotechnology companies.
We
recently added to our diagnostic test pipeline DetermaCNI™, a patented, blood-based test for immunotherapy monitoring. DetermaCNI™
was developed by Chronix Biomedical, Inc., which we acquired through a merger in April 2021. We plan to make DetermaCNI™ available
initially as a research tool.
Other
tests in our development pipeline include DetermaTx™, a test that we are targeting for commercial launch later this year and that
is intended to compliment DetermaIO™ by assessing the mutational status of a tumor to help identify the appropriate targeted therapy.
We also plan to initiate the development of DetermaMx™ as a blood based test to monitor cancer patients for recurrence of their
disease.
Corporate
Information
We
were incorporated in 2009 in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California 92618.
Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be accessed through,
our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. Before making an investment decision with respect to our securities,
we urge you to carefully consider the risks, uncertainties and assumptions described in this prospectus, the applicable prospectus supplement
and the documents incorporated by reference herein and therein, including the risks described in Part I, Item 1A. Risk Factors
of our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q filed with the SEC. You should also
refer to the other information contained in this prospectus and the applicable prospectus supplement and the documents incorporated by
reference into this prospectus and the applicable prospectus supplement, including our financial statements and the notes to those statements
and the information set forth in the section entitled “Special Note Regarding Forward-Looking Statements.”
If
one or more of the adverse events relevant to those risks and uncertainties actually occurs, our business, financial condition, results
of operations, cash flows or prospects could be materially adversely affected. This could cause the trading price of our securities to
decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial also may have similar adverse effects on us.
USE
OF PROCEEDS
Except
as described in any prospectus supplement in connection with a specific offering, we intend to use the net proceeds from our sale of
the securities offered under this prospectus for working capital and general corporate purposes. The principal purposes for which we
intend to use the net proceeds from a specific offering and the approximate amounts intended to be used for each such purpose will be
set forth in the prospectus supplement relating to that offering.
DIVIDEND
POLICY
We
have never paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future as we intend
to retain our capital resources for reinvestment in our business. Under an existing credit agreement with Silicon Valley Bank, we have
agreed not to pay dividends or to make any distributions or to redeem to repurchase any capital stock without Silicon Valley Bank’s
prior written consent. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be
dependent upon the repayment of the loans from Silicon Valley Bank, our financial condition, results of operations, capital requirements
and other factors as our board of directors deems relevant.
SECURITIES
THAT MAY BE OFFERED
We
may offer shares of common stock, shares of preferred stock, warrants, units consisting of a combination of the foregoing securities
or any other combination of the foregoing. We may offer up to $240.0 million of securities under this prospectus. The prices and terms
of any offering will be determined by market conditions at the time of offering. We may issue preferred stock that is exchangeable for
or convertible into common stock or any of the other securities that may be sold under this prospectus. Each time we offer securities
under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other
important terms of the securities being offered.
The
summaries below provide a general description of the securities we may offer and are not intended to be complete. The particular terms
of any security will be described in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement,
documents incorporated by reference or any related free writing prospectus, summarizes the material terms and provisions of our common
stock that we may offer, and the preferred stock that we may offer, under this prospectus. We will describe the particular terms of any
class or series of these securities in more detail in the applicable prospectus supplement. The description of our capital stock below
is summarized from, and qualified in its entirety by reference to, our Articles of Incorporation and our Bylaws, in each case, as amended
and as in effect on the date of this prospectus, each of which has been publicly filed with the SEC. Certain terms of our capital stock
described below are also based on the California Corporations Code as in existence on the date of this prospectus, and may be affected
by future amendments to such code.
General
Our
Articles of Incorporation currently authorizes the issuance of up to 150,000,000 shares of common stock, no par value, and up to 5,000,000
shares of preferred stock, no par value. As of May 10, 2021, there were 89,833,751 shares of common stock outstanding.
Common
Stock
Each
holder of record of common stock is entitled to one vote for each outstanding share owned, on every matter properly submitted to the
shareholders for their vote.
Subject
to any dividend rights of holders of any of the preferred stock that we may issue from time to time, holders of common stock are entitled
to any dividend declared by our board of directors out of funds legally available for that purpose. We have never paid cash dividends
on our capital stock and we do not anticipate paying cash dividends in the foreseeable future as we intend to retain our capital resources
for reinvestment in our business.
Subject
to the prior payment of any liquidation preference to holders of any preferred stock that we may issue from time to time, holders of
common stock are entitled to receive on a pro rata basis all of our remaining assets available for distribution to the holders of common
stock in the event of the liquidation, dissolution, or winding up of our operations. Holders of our common stock do not have any preemptive,
subscription, or redemption rights. All of the outstanding shares of our common stock are fully paid and non-assessable. The shares of
common stock offered under this prospectus or upon the conversion of any preferred stock or exercise of any warrants offered pursuant
to this prospectus, when paid for and issued in accordance with the applicable definitive documents under which they are to be issued,
will also be fully paid and non-assessable.
Our
common stock is listed on the Nasdaq under the symbol “OCX.”
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New
York 11219.
Preferred
Stock
We
may issue preferred stock in one or more series, at any time, with such rights, preferences, privileges and restrictions as our board
of directors may determine, all without further action of our shareholders. Any series of preferred stock which may be authorized by
our board of directors in the future may be senior to and have greater rights and preferences than our common stock. There are no shares
of preferred stock presently outstanding and we have no present plan, arrangement, or commitment to issue any preferred stock.
The
rights, privileges, preferences and restrictions of any class or series of preferred stock may be subordinated to, pari passu with
or senior to any of those of any present or future class or series of preferred stock or common stock. Our board of directors is also
expressly authorized to increase or decrease the number of shares of any series, but subsequent to the issue of shares of that series
the number of shares of the series may not be decreased below the number of such shares then outstanding. The issuance of preferred stock
may have the effect of decreasing the market price of our common stock and may adversely affect the voting power of holders of our common
stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation. In addition,
the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in our control or other corporate
action.
The
particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges,
liquidation preferences, voting rights, dividend rights or conversion rights, will be more fully described in the applicable prospectus
supplement relating to the preferred stock offered thereby. The applicable prospectus supplement will specify the terms of the class
or series of preferred stock we may offer, including:
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distinctive designation and the maximum number of shares in the class or series; |
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the
number of shares we are offering and the purchase price per share; |
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the
liquidation preference, if any; |
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the
terms on which dividends, if any, will be paid; |
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the
voting rights, if any; |
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the
terms and conditions, if any, on which the shares of the class or series shall be convertible into, or ex-changeable for, shares
of any other class or series of authorized capital; |
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the
terms on which the shares may be redeemed, if at all; |
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any
listing of the preferred stock on any securities exchange or market; |
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a
discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; and |
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any
or all other preferences, rights, restrictions, including restrictions on transferability and qualifications of shares of the class
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DESCRIPTION
OF WARRANTS
General
We
may offer warrants for the purchase of shares of common stock, shares of preferred stock or the other securities registered hereby, in
one or more series. We may issue the warrants by themselves or together with common stock, preferred stock, other warrants or units,
and the warrants may be attached to or separate from any offered securities. While the terms we have summarized below will apply generally
to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may
offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered
by a prospectus supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference from another
report that we file with the SEC, the form of warrant or warrant agreement, which may include a form of warrant certificate, as applicable,
that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants. We
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent
will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for
or with any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants
and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant or
warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus
supplement and any related free writing prospectus, as well as the complete form of warrant or the warrant agreement and warrant certificate,
as applicable, that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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aggregate number of such warrants; |
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price or prices at which such warrants will be issued; |
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the
currency or currencies (including composite currencies) in which the price of such warrants may be payable; |
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of
such warrants; |
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the
price at which the securities purchasable upon exercise of such warrants may be purchased; |
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the
date on which the right to exercise such warrants will commence and the date on which such right shall expire; |
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants; |
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if
applicable, the minimum or maximum amount of such warrants that may be exercised at any one time; |
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if
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued
with each such security; |
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applicable, the date on and after which such warrants and the related securities will be separately transferable; |
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information
with respect to book-entry procedures, if any; |
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terms of any rights to redeem or call the warrants; |
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U.S.
federal income tax consequences of holding or exercising the warrants, if material; and |
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other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants. |
Each
warrant will entitle its holder to purchase the number of securities at the exercise price set forth in, or calculable as set forth in,
the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants
offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close of
business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business
on the expiration date, unexercised warrants will become void.
We
will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement
or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as applicable,
properly completed and duly executed at the corporate trust office of any warrant agent, or any other office (including ours) indicated
in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If less
than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate,
as applicable, will be issued for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders
of the warrants may surrender securities as all or part of the exercise price for warrants.
Prior
to the exercise of any warrants to purchase common stock or preferred stock, holders of the warrants will not have any of the rights
of holders of common stock or preferred stock purchasable upon exercise, including the right to vote or to receive any payments of dividends
or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable upon exercise, if any.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered by a prospectus
supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference from another
report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any related free
writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We
may offer units comprised of any combination of our common stock, preferred stock, warrants or other units, in one or more series. Each
unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
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provisions of the governing unit agreement that differ from those described below; and |
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provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The
provisions described in this section, as well as those described in the sections of this prospectus titled “Description of Capital
Stock” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock or
warrant included in each unit, respectively.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We
and any unit agent (including any of its agents) may treat the registered holder of any unit certificate as an absolute owner of the
units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell our securities directly to one or more investors. We may also sell our securities through agents designated from time to time
or to or through underwriters or dealers. The applicable prospectus supplement and any related free writing prospectus will describe
the terms of the offering of the securities, including, to the extent applicable:
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purchase price of the securities being offered and the net proceeds we will receive from the sale; |
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over-allotment options under which underwriters may purchase additional securities from us; |
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agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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discounts or concessions allowed or re-allowed or paid to dealers; and |
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securities exchanges or markets on which such securities may be listed. |
We
may distribute our securities from time to time in one or more transactions at:
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fixed price or prices, which may be changed from time to time; |
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market
prices prevailing at the time of sale; |
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negotiated
prices. |
Agents
We
may designate agents who agree to use their reasonable efforts to solicit purchases of our securities for the period of their appointment
or to sell our securities on a continuing basis. We will name any agent involved in the offering and sale of securities and we will describe
any fees or commissions we will pay the agent in the applicable prospectus supplement.
Underwriters
If
we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may
resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions
set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated to purchase all
the securities of the series offered if they purchase any of the securities of that series. We may change from time to time any public
offering price and any discounts or concessions the underwriters allow or reallow or pay to dealers. We may use underwriters with whom
we have a material relationship. We will name any underwriter involved in the offering and sale of securities, describe any discount
or other compensation and describe the nature of any material relationship in any applicable prospectus supplement. Only underwriters
we name in the prospectus supplement will be underwriters of the securities offered by that prospectus supplement.
We
may have agreements with the agents and underwriters to indemnify them against specified civil liabilities related to offerings under
this prospectus, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters
may make with respect to these liabilities.
Underwriters,
dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts
and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents
and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified
civil liabilities related to offerings under this prospectus, including liabilities under the Securities Act, or contribution with respect
to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in
transactions with or perform services for us in the ordinary course of their businesses.
Trading
Markets and Listing of Securities
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is currently listed on the Nasdaq. We may elect to list or qualify for trading any
other class or series of securities on any securities exchange or other market, but we are not obligated to do so. It is possible that
one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market
for any of the securities.
Stabilization
Activities
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act of 1934, as amended, or the Exchange Act. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do
not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price
of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at
any time.
Passive
Market Making
Any
underwriter who is a qualified market maker on the Nasdaq may engage in passive market making transactions in securities listed on the
Nasdaq in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement
of offers or sales of the securities. A passive market maker must comply with applicable volume and price limitations and must be identified
as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the any common stock, preferred stock, warrants or units
offered under this prospectus and any supplement hereto will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New
York.
EXPERTS
The
balance sheets of OncoCyte Corporation as of December 31, 2020 and 2019, and the related statements of operations, comprehensive loss,
stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020, have been incorporated by
reference into this prospectus and the registration statement in reliance on the report of OUM & Co. LLP, an independent registered
public accounting firm, upon the authority of said firm as experts in auditing and accounting.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus. Statements contained in documents that we file with the SEC and that are
incorporated by reference into this prospectus will automatically update and supersede information contained in this prospectus, including
information in previously filed documents or reports that have been incorporated by reference into this prospectus, to the extent the
new information differs from or is inconsistent with the old information. We incorporate by reference the following information or documents
that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General
Instructions of Form 8-K):
| |
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 19, 2021, as amended by Form 10-K/A-1 filed with the SEC on April 30, 2021; |
| |
|
|
| |
● |
Our
Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 17, 2021; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K, filed with the SEC on January 21, February 2, February 3, February 4, February 5, February 25, March 1,
April 19, and May
21, 2021; and |
| |
|
|
| |
● |
The
description of our common stock included in Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2020, as filed with the SEC on March 19, 2021; including any amendment or report (or exhibit to any such amendment or report) filed
for the purpose of updating that description. |
All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding those portions of such
documents furnished to, rather than filed with, the SEC) (i) after the initial filing date of the registration statement of which this
prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and
prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus from the date of filing
of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace
information previously filed with the SEC. To the extent that any information contained in any current report on Form 8-K or any exhibit
thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral
request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus,
other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus
incorporates. You should direct any requests to:
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the
registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information.
We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically
with the SEC. The address for the SEC’s website is http://www.sec.gov.
Our
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and shall
not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
We
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports
and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
11,765
Shares of Series A Convertible Preferred Stock
7,689,542
Shares of Common Stock
Prospectus
Supplement
April
13, 2022
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