Amended Current Report Filing (8-k/a)
June 01 2021 - 4:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A-1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): April 19, 2021
OncoCyte
Corporation
(Exact
name of registrant as specified in its charter)
California
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1-37648
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27-1041563
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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15
Cushing
Irvine,
California 92618
(Address
of principal executive offices)
(949)
409-7600
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, no par value
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OCX
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The
Nasdaq Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Forward-Looking
Statements
Any
statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,”
“believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”)
should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from
the results anticipated in these forward-looking statements are contained in OncoCyte Corporation’s Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk
Factors” and in other filings that Oncocyte may make with the SEC. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except
as required by law, Oncocyte disclaims any intent or obligation to update these forward-looking statements.
References
to “Oncocyte,” “we,” “us,” and “our” are references to OncoCyte Corporation.
Item
9.01 - Financial Statements and Exhibits.
OncoCyte
is filing this amendment to its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on April 19,
2021 (the “Original 8-K”), to disclose that Oncocyte has determined that financial statements of Chronix Biomedical,
Inc. (“Chronix”) and pro forma financial information related to Oncocyte’s acquisition of Chronix are not required
by Item 9.01 and, accordingly, will not be filed by amendment as exhibits to the Original 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No.1 to Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 28, 2021
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ONCOCYTE
CORPORATION
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By:
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/s/
Mitchell Levine
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Mitchell
Levine
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Chief
Financial Officer
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