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): June 24, 2021
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. ☒
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 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 5.07 - Submission of Matters to a Vote of Security Holders.
Our 2021 annual meeting of shareholders was held on June 24, 2021. At the meeting our shareholders elected seven directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. Our shareholders also ratified the Board of Directors’ selection of OUM & Co. LLP as our independent registered public accountants to audit our financial statements for the current fiscal year; approved an amendment of our Articles of Incorporation to increase the authorized number of shares of common stock, no par value, that we may issue from 150,000,000 shares to 230,000,000 shares (the “Common Stock Amendment”); approved an amendment of our Articles of Incorporation to change our corporate name from OncoCyte Corporation to Oncocyte Corporation (the “Name Change Amendment”); and approved an amendment to our 2018 Equity Incentive Plan (the “Plan”) to make an additional 10,000,000 shares of common stock available for equity awards (the “Incentive Plan Amendment”).
There were 89,833,751 shares of Oncocyte common stock outstanding and eligible to vote at the annual meeting as of the close of business on May 10, 2021, the record date for determining shareholders entitled to vote at the meeting. There were 75,799,133 shares of common stock, or 84.38% of the voting power, represented at the meeting, either in person or by proxy. The following tables show the votes cast by our shareholders and any abstentions with respect to the matters presented to shareholders for a vote at the meeting. Information is also provided as to broker non-votes. A “broker non-vote” occurs when a shareholder whose shares are held in “street name” in a brokerage account or similar account does not instruct the shareholder’s broker or other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not permitted to vote without instructions from their client.
Election of Directors
Each of the following directors was elected by the following vote:
| Nominee | Votes For | Votes Withheld | ||||||
| Ronald Andrews | 58,138,626 | 159,558 | ||||||
| Andrew Arno | 57,870,320 | 427,864 | ||||||
| Jennifer Levin-Carter | 58,115,065 | 183,119 | ||||||
| Melinda Griffith | 58,142,246 | 155,938 | ||||||
| Alfred D. Kingsley | 48,144,927 | 10,153,257 | ||||||
| Andrew J. Last | 57,189,943 | 1,108,241 | ||||||
| Cavan Redmond | 57,754,967 | 543,217 | ||||||
In addition, there were 17,500,949 broker non-votes with respect to the election of directors.
| 2 |
Ratification of Appointment of Independent Registered Public Accountants
The appointment of OUM & Co. LLP as our independent registered public accountants for the fiscal year ending December 31, 2021 was ratified by the following vote:
| Shares Voted | ||||
| For | 75,616,922 | |||
| Against | 32,915 | |||
| Abstain | 149,296 | |||
There were no broker non-votes on this matter.
Common Stock Amendment
The Common Stock Amendment to amend Oncocyte’s Articles of Incorporation to increase the authorized number of shares of common stock from 150,000,000 shares to 230,000,000 shares was approved by the following vote:
| Shares Voted | ||||
| For | 69,545,450 | |||
| Against | 6,141,103 | |||
| Abstain | 112,577 | |||
There were no broker non-votes on this matter.
Name Change Amendment
The Name Change Amendment to amend our Articles of Incorporation to change our corporate name from OncoCyte Corporation to Oncocyte Corporation was approved by the following vote:
| Shares Voted | ||||
| For | 75,644,861 | |||
| Against | 71,616 | |||
| Abstain | 82,653 | |||
There were no broker non-votes on this matter.
Incentive Plan Amendment
The Incentive Plan Amendment to make an additional 10,000,000 shares of our common stock available for equity awards was approved by the following vote:
| Shares Voted | ||||
| For | 49,427,528 | |||
| Against | 8,767,756 | |||
| Abstain | 102,900 | |||
There were 17,500,949 broker non-votes on this matter.
Item 9.01 - Financial Statements and Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment of 2018 Equity Incentive Plan |
| 3 |
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: June 28, 2021 | By: | /s/ Mitchell Levine |
| Mitchell Levine | ||
| Chief Financial Officer | ||
| 4 |
Exhibit 10.1
AMENDMENT TO
ONCOCYTE CORPORATION
2018 EQUITY INCENTIVE PLAN
Approved by Shareholders July 24, 2021
Section 4.1 of the OncoCyte Corporation 2018 Equity Incentive Plan is amended to read as follows:
4.1 Subject to adjustment in accordance with Section 11, a total of 21,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan. Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one share for every one Option or Stock Appreciation Right awarded. Any shares of Common Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.