Item
1.01 Entry into a Material Definitive Agreement
On
April 13, 2022, Oncocyte Corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”)
with BTIG, LLC as representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed
to issue and sell to the Underwriters in an underwritten public offering (the “Offering”) an aggregate of 26,266,417 shares
of common stock, no par value per share (“Common Stock”) of the Company (the “Offering Shares”), and 26,266,417
warrants to purchase up to 13,133,208.5 shares of Common Stock (“Warrants”). Each share of Common Stock and the accompanying
Warrant is being sold at a combined offering price of $1.3325, representing an offering price of $1.3225 per share of common stock and
$0.01 per accompanying warrant, before underwriting discounts and commissions. There is no established public trading market for the
Warrants, and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the Warrants
on the Nasdaq or any other national securities exchange or interdealer quotation system.
Under
the terms of the Underwriting Agreement, the Company also granted to the Underwriters an over-allotment option, exercisable in whole
or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 3,939,962
Offering Shares and 3,939,962 Warrants to purchase 1,969,981 shares of Common Stock to cover over-allotments, if any. The over-allotment
option may be exercised separately for Offering Shares at a price to the underwriters of $1.24255 per share, and Warrants at a
price of $0.01 per Warrant. On April 14, 2022, the Underwriters exercised their option to purchase the 3,939,962 Warrants pursuant to
the over-allotment option. The Underwriters retain their option to purchase up to an additional 3,939,962 Offering Shares per share during
the 30-day over-allotment option period.
The
Company will receive net proceeds of approximately $32.9 million from Offering, which includes the Warrants sold upon the exercise of
the Underwriters’ overallotment option. The Offering closed on April 19, 2022.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and Form
of Warrant which are filed as Exhibit 1.1 and 4.1, respectively, to this Current Report on Form 8-K.
The
Offering was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (Registration No.
333-256650) filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2021 and declared effective by the SEC
on June 8, 2021, and an accompanying prospectus dated June 8, 2021 as supplemented by a prospectus supplement dated April 13, 2022.
A
copy of the legal opinion as to the validity of the Offering Shares, Warrants, and shares of Common Stock issuable upon exercise of the
Warrants is filed as Exhibit 5.1 to this Report.