Form 8-K - Current report
July 14 2023 - 6:03AM
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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 13, 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, Zip Code)
(949)
409-7600
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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 |
|
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
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
As
previously disclosed in a Current Report on Form 8-K filed by Oncocyte Corporation (the “Company”) on June 9, 2023, the Company
entered into an amended and restated employment agreement with Joshua Riggs, President and Chief Executive Officer of the Company, effective
as of May 1, 2023 (the “2023 Employment Agreement”).
The
2023 Employment Agreement provides for (i) a base salary of $360,000 per annum (pro-rated for partial years), (ii) a target bonus opportunity
equal to fifty percent (50%) of Mr. Riggs’ base salary, and (iii) eligibility to participate in employee benefit programs and plans
offered by the Company. The 2023 Employment Agreement also provides that Mr. Riggs will receive the following equity awards under the
Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”): (i) options to purchase 350,000 shares
of Company common stock (the “Common Stock”), subject to certain time-based vesting requirements (the “CEO Grant”),
and (ii) options to purchase an additional 800,000 shares of Common Stock, subject to certain performance-based and time-based vesting
requirements (the “Performance Grant”), in each case as previously disclosed.
On
July 13, 2023, the Company and Mr. Riggs entered into an amendment to the 2023 Employment Agreement (the “Amendment”), pursuant
to which the Performance Grant was eliminated. The Company intends to consider granting additional performance-based options to Mr. Riggs
if the Company’s shareholders approve an amendment to the Plan to eliminate the limitation on the number of shares of Common Stock
that can be granted to any individual participant under the Plan during any one-year period. The terms of any such additional grant have
not been determined by the Board of Directors or the Compensation Committee.
The
foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by the Amendment filed herewith
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 - Financial Statements and Exhibits.
(d)
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:
July 14, 2023 |
By: |
/s/
Joshua Riggs |
|
|
Joshua
Riggs |
|
|
President
and Chief Executive Officer |
Exhibit
10.1
AMENDMENT
TO
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
THIS
AMENDMENT (the “Amendment”), is entered into effective July 13, 2023 (the “Effective Date”) by
and between Oncocyte Corporation (the “Company”), a California corporation located at 15 Cushing, Irvine, California
92618 and Joshua Riggs (“Executive”).
WHEREAS,
the Company and Executive previously entered into that certain Amended and Restated Employment Agreement, effective May 1, 2023 (the
“Employment Agreement”);
WHEREAS,
pursuant to Section 12 of the Employment Agreement, the Employment Agreement may be amended, in writing, signed by both the Company and
Executive;
WHEREAS,
the Company and Executive desire to amend the Employment Agreement as set forth herein; and
WHEREAS,
capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.
NOW,
THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
SECTION
1. Amendment to Employment Agreement.
|
(a) |
Section
2(c)(ii) (Performance Stock Option Grant) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
|
|
|
“Generally.
The exercise price of the options in the CEO Equity Grant shall be the fair market value of a share of Company Common Stock on the
applicable effective date of grant, determined in accordance with the Plan. Except to the extent that provisions of the Plan relating
to termination of continuous service as an employee apply to the termination of options, to the extent not exercised, the options
shall expire ten years from the effective date of grant. Executive shall execute a stock option agreement provided by the Company
consistent with the terms of the option grant and the Plan. The options shall be incentive stock options to the extent permitted
by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).” |
|
(b) |
Section
6(a)(ii)(D) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: |
|
|
“with
respect to each outstanding time-based equity award, if any, accelerated vesting of the next tranche of time-based equity that would
have vested had Executive remained employed through the next applicable vesting date.” |
|
(c) |
Section
6(a)(ii)(E) of the Employment Agreement is hereby deleted in its entirety. |
SECTION
2. Miscellaneous.
|
(a) |
Full
Force and Effect. Except as expressly amended by this Amendment, all terms and conditions of the Employment Agreement shall remain
in full force and effect. |
|
|
|
|
(b) |
Headings.
The headings contained in this Amendment are for reference purposes only and shall in no way affect the meaning or interpretation
of this Amendment. In this Amendment, the singular includes the plural, the plural included the singular, the masculine gender includes
both male and female reference, and the word “or” is used in the inclusive sense. |
|
|
|
|
(c) |
Governing
Law; Dispute Resolution. This Amendment will be governed by and construed according to the laws of the State of California as
such laws are applied to agreements entered into and to be performed entirely within California between residents of California.
Any disputes arising form or relating to this Agreement shall be resolved in accordance with the arbitration clause contained in
the Employment Agreement. |
|
|
|
|
(d) |
Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken
together and deemed to be one instrument. This Amendment may also be executed and delivered by facsimile signature, PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com). |
[Signature
pages follows]
In
WITNESS WHEREOF, the Company and Executive have duly executed this Amendment as of the Effective Date.
|
EXECUTIVE: |
|
|
|
/s/
Joshua Riggs |
|
Joshua
Riggs |
|
COMPANY: |
|
|
|
|
ACCEPTED
AND AGREED
ONCOCYTE
CORPORATION
|
|
|
|
|
By: |
/s/
Andy Arno |
|
|
Andy
Arno
|
|
|
Chairman
of the Board of Directors |
|
|
|
|
Address: |
15
Cushing
|
|
|
Irvine,
California 92618 |
Signature
Page to Amendment to Amended and Restated Employment Agreement (J. Riggs)
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