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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (date of earliest event reported):
July 15, 2022
Oncocyte Corporation
(Exact
name of registrant as specified in its charter)
California |
|
1-37648 |
|
27-1041563 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
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 |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common Stock, no par value |
|
OCX |
|
The Nasdaq Stock Market LLC |
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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. ☐
ITEM
5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
General
On
July 15, 2022, Oncocyte Corporation (the “Company”) held its annual
meeting of shareholders (the “Meeting”) at the Company’s principal
offices at 15 Cushing, Irvine, California 92618 and virtually via
live webcast at https://web.lumiagm.com/259974801.
Present at the Meeting in person, virtually, or by proxy were
holders of 94,580,537 shares of common stock of the Company, which
represented 79.81% of the voting power of all shares of common
stock of the Company as of May 16, 2022, the record date for the
Meeting.
Proposals
The
shareholders of the Company voted on the following proposals at the
Meeting, as more fully described in the definitive proxy statement
on Schedule 14A relating to the Meeting, which was filed with the
SEC on June 8, 2022 (the “Proxy Statement”):
1. To
elect six (6) directors to hold office until the annual meeting of
shareholders to be held in 2023 and until their respective
successors are duly elected and qualified. The nominees of the
Board of Directors are: Ronald Andrews, Jr., Andrew Arno, Jennifer
Levin Carter, Melinda Griffith, Alfred D. Kingsley and Andrew J.
Last;
2. To
ratify the appointment of WithumSmith+Brown, PC as the Company’s
independent registered public accountants for the fiscal year
ending December 31, 2022;
3. To
approve, on an advisory basis, the Company’s named executive
officer compensation in fiscal 2021;
4. To
approve, on an advisory basis, the frequency of future advisory
votes on executive compensation;
5. To
approve an amendment to the Company’s 2018 Equity Incentive Plan
(the “Incentive Plan”) to eliminate “fungible share counting” in
order to provide that any shares of common stock granted in
connection with any awards will be counted against the number of
shares available for the grant of awards under the Incentive Plan
as one share for every award; and
6. To
approve, for purposes of complying with the Nasdaq Listing Rules,
the issuance of shares of the Company’s common stock underlying
securities issued by the Company to Broadwood in connection with
the Company’s recent Preferred Stock Offer and Underwritten Offer,
in an amount equal to 20% or more of the Company’s common stock
outstanding.
Voting
Results
The
final voting results for each of these proposals at the Meeting are
detailed below.
1. |
Election
of Directors. |
|
|
Shares Voted |
Director Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
Ronald Andrews, Jr. |
|
42,305,245 |
|
30,481,831 |
|
21,793,461 |
Andrew Arno |
|
65,338,991 |
|
7,448,085 |
|
21,793,461 |
Jennifer Levin Carter |
|
65,477,427 |
|
7,309,649 |
|
21,793,461 |
Melinda Griffith |
|
40,133,569 |
|
32,653,507 |
|
21,793,461 |
Alfred D. Kingsley |
|
64,506,867 |
|
8,280,209 |
|
21,793,461 |
Andrew J. Last |
|
63,995,070 |
|
8,792,006 |
|
21,793,461 |
Based
on the votes set forth above, each director nominee was duly
elected to serve until the annual meeting of shareholders to be
held in 2023 and until his or her successor is duly elected and
qualified.
2. |
Ratification
of Independent Registered Public Accounting Firm |
Shares Voted |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
89,439,796 |
|
5,003,557 |
|
137,184 |
|
0 |
Based
on the votes set forth above, the shareholders ratified the
appointment of WithumSmith+Brown, PC as the Company’s independent
registered public accountants for the fiscal year ending December
31, 2022.
3. |
Advisory
Vote to Approve Named Executive Officer
Compensation |
Shares Voted |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
36,805,242 |
|
34,793,766 |
|
1,188,068 |
|
21,793,461 |
Based
on the votes set forth above, the shareholders approved, on a
non-binding advisory basis, the Company’s named executive officer
compensation for fiscal year 2021.
4. |
Advisory
Vote to Approve Frequency of Future Advisory Votes on Executive
Compensation |
Shares Voted For |
1 Year |
|
2 Years |
|
3 Years |
65,848,443 |
|
165,214 |
|
2,606,784 |
Based
on the votes set forth above, the shareholders voted to hold the
advisory vote on executive compensation every year.
5. |
Approve
Amendment to the 2018 Equity Incentive Plan to Eliminate “Fungible
Share Counting” |
Shares Voted |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
42,563,690 |
|
30,005,136 |
|
218,250 |
|
21,793,461 |
Based
on the votes set forth above, the shareholders approved an
amendment to the Incentive Plan to eliminate “fungible share
counting” as described in the Proxy Statement.
6. |
Approve
Preferred Stock Conversion and Warrant Exercise |
Shares Voted |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
61,227,173 |
|
5,279,934 |
|
276,217 |
|
27,797,213 |
Based
on the votes set forth above, the shareholders approved the
issuance of shares of the Company’s common stock underlying
securities issued in connection with the Company’s recent Preferred
Stock Offer and Underwritten Offer as described in the Proxy
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
ONCOCYTE
CORPORATION |
|
|
|
Date:
July 21, 2022 |
By: |
/s/
Ronald Andrews |
|
|
Ronald
Andrews |
|
|
Chief
Executive Officer |
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