Current Report Filing (8-k)
February 03 2023 - 4:07PM
Edgar (US Regulatory)
0001642380
false
0001642380
2023-01-30
2023-01-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 30, 2023
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
1.01 Entry into a Material Definitive Agreement.
First
Amendment to Stock Purchase Agreement
As
previously reported, on December 15, 2022, Oncocyte Corporation, a California corporation (“Oncocyte” or the “Company”),
entered into a Stock Purchase Agreement (the “Agreement”) with Dragon Scientific, LLC, a Delaware limited liability company
(“Buyer”), and Razor Genomics Inc., a Delaware corporation and wholly-owned subsidiary of Oncocyte (“Razor”).
Pursuant to the Agreement, Oncocyte agreed to sell, and Buyer agreed to purchase, 3,188,181 shares of common stock of Razor, which constitutes
approximately 70% of the issued and outstanding equity interests of Razor on a fully-diluted basis. Following the closing of the transaction
(the “Closing”), Oncocyte will own 1,366,364 shares of common stock of Razor, which will constitute approximately 30% of
the issued and outstanding equity interests of Razor on a fully-diluted basis. Pursuant to the terms of the Agreement, the Agreement
may be terminated under certain circumstances, including, among other things, if the Closing has not occurred by February 1, 2023 (the
“Outside Date”).
On
January 30, 2023, the Company, Buyer and Razor entered into a First Amendment to Stock Purchase Agreement whereby the parties agreed
to the extend the Outside Date, as set forth in Section 3.1(e) of the Agreement, to February 15, 2023 (“First Amendment”).
No other provisions of the Agreement were otherwise amended or waived by the First Amendment, and the Agreement remains in full force
and effect.
The
foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete
text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ONCOCYTE
CORPORATION |
| |
|
| Date:
February 3, 2023 |
By: |
/s/
Anish John |
| |
|
Anish
John |
| |
|
Chief
Financial Officer |
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Feb 2025 to Mar 2025
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Mar 2024 to Mar 2025
