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 2, 2025
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)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value | OCX | The Nasdaq Stock Market LLC |
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.
Effective as of January 2, 2025, Oncocyte Corporation (the “Company”) entered into an Amendment to and Waiver of Right to Extend Original Lease (the “Amendment”), dated as of December 26, 2024, with Induce Biologics USA, Inc. (“Induce”) and Cushing Ventures, LLC (“Cushing”), which amended that certain Office Lease Agreement, dated December 23, 2019 (the “Original Lease”), by and between the Company, as tenant, and Cushing, as landlord.
Pursuant to the terms of the Amendment, among other things: (a) the Company and Induce agreed that (i) upon Cushing and Induce each signing the Replacement Lease (as defined below), all rights to extend the term of the Original Lease were terminated and (ii) the Original Lease shall expire on October 31, 2027, and as between Cushing and Induce, the Original Lease was replaced and superseded in its entirety by the Office Lease Agreement, dated December 26, 2024, by and between Induce, as tenant, and Cushing, as landlord (the “Replacement Lease”); and (b) Cushing and the Company agreed that, provided the Company is not in default under any of the terms and conditions of the Original Lease that is continuing beyond any and all applicable notice and cure periods, then, commencing on July 1, 2025 and continuing on the first day of each calendar month thereafter, the letter of credit in the amount of $1,700,000 (the “Letter of Credit Amount”) that the Company delivered to Cushing pursuant to the Original Lease (as revised pursuant to Cushing’s Consent to Sublease, dated September 12, 2023 (the “Consent”)) shall be reduced by an amount equal to $60,714.29 on each such date, until the Letter of Credit Amount is fully reduced.
The new Letter of Credit Amount corresponds to the Company’s restricted cash set forth on its most recent balance sheet (the “Restricted Cash”), and the reductions in the Letter of Credit Amount would correspondingly reduce the associated amount of Restricted Cash. There can be no assurance that the Letter of Credit Amount will be reduced.
Except as expressly set forth in the Amendment, the Amendment did not affect or impair any other covenants or conditions of the Original Lease or the Consent and all provisions thereof remain in full force and effect.
The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment to and Waiver of Right to Extend Original Lease, dated as of December 26, 2024, effective as of January 2, 2025, by and among Oncocyte Corporation, Induce Biologics USA, Inc. and Cushing Ventures, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 8, 2025 | By: | /s/ Joshua Riggs |
| Joshua Riggs | ||
| President and Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO AND WAIVER OF RIGHT TO EXTEND ORIGINAL LEASE
This Amendment to and Waiver of Right to Extend Original Lease (“Amendment”) is dated as of December 26, 2024, and entered into by and among ONCOCYTE CORPORATION, a California corporation (“Oncocyte” also referred to as “Tenant”), INDUCE BIOLOGICS USA, INC., a Michigan corporation (“Induce”), and CUSHING VENTURES, LLC, a California limited liability company (“Cushing” also referred to as “Landlord”), whereby the parties agree as follows:
1. Waiver of Extension Option. Oncocyte and Induce agree that: (i) upon Cushing and Induce each signing the Replacement Lease (defined below) all rights to extend the term of the Office Lease Agreement dated December 23, 2019 (“Original Lease”), between Oncocyte, as tenant, and Cushing, as landlord, including without limitation the option to extend set forth in Addendum No. 1 to the Original Lease, are terminated and of no further force or effect; and (ii) the Original Lease shall expire on October 31, 2027, and from and after such date Oncoctye shall have no further right, title, or interest in or to the Premises (defined in the Original Lease, and, as between Cushing and Induce, the Original Lease shall be replaced and superseded in its entirety by the Office Lease Agreement dated December 26, 2024, between Induce, as tenant, and Cushing, as landlord (“Replacement Lease”).
2. Reductions to Letter of Credit Amount. Pursuant to the Original Lease, Tenant delivered to Landlord a Letter of Credit in the amount of $1,700,000 (“Letter of Credit Amount”), and pursuant to Landlord’s Consent to Sublease dated September 12, 2023 (“Consent”), Landlord and Tenant revised the schedule for reductions in the Letter of Credit Amount. Notwithstanding anything to the contrary in the Original Lease or the Consent, Landlord and Tenant agree that provided Tenant is not in default under any of the terms and conditions of the Original Lease that is continuing beyond any and all applicable notice and cure periods, then, commencing on July 1, 2025 and continuing on the first day of each calendar month thereafter, the Letter of Credit Amount shall be reduced by an amount equal to $60,714.29 on each such date, until the Letter of Credit Amount is fully reduced, after which the Letter of Credit shall be deemed to have been terminated and Tenant shall have no further obligation to maintain or deliver the Letter of Credit under the Original Lease.
3. Surrender. Upon the expiration or earlier termination of the Original Lease, Tenant shall deliver the Premises to Landlord: (i) in good condition and repair, normal wear and tear and any casualty damage excepted therefrom; and (ii) contemporaneously with any and all fixtures, furniture and equipment currently located within the Premises as of the date of this Amendment. Notwithstanding any other provision of the Original Lease or the Consent and any other document related thereto, Tenant shall have no further or additional duties, responsibilities or obligations related to Tenant’s surrender of the Premises upon the expiration or earlier termination of the Original Lease.
4. Miscellaneous. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Lease. Except as expressly set forth herein, this Amendment shall not affect or impair any other covenants or conditions of the Original Lease or Consent, and all provisions thereof shall remain in full force and effect. This document may be executed in two or more counterparts, each of which will be considered an original but all of which together shall constitute one agreement. In the event any term, covenant, condition or provision of this Amendment is declared by a court of competent jurisdiction to be void or voidable, in conflict with any law or otherwise unenforceable, then such unenforceable term, covenant, condition or provision shall be limited to the extent necessary to render it enforceable, and the validity of all other terms, covenants, conditions and provisions hereof shall remain unaffected and in full force and effect. The parties thereto each represents and warrants to the other parties that each person executing this Amendment on behalf of such party is duly authorized to so execute and deliver this Amendment.
[SIGNATURES FOLLOW ON NEXT PAGE]
The parties hereto have signed and entered into this Amendment as of the date first above written.
| CUSHING VENTURES, LLC, | ONCOCYTE CORPORATION, | |||
| a California limited liability company | a California corporation | |||
| By: | /s/ William Nicely | By: | /s/ Josh Riggs | |
| Name: | William Nicely | Name: | Josh Riggs | |
| Title: | Authorized Signatory | Title: | CEO | |
| Email Address: bnicely@thesmartcircle.com | Email Address: jriggs@oncocyte.com | |||
| INDUCE BIOLOGICS USA, INC., | ||||
| a Michigan corporation | ||||
| By: | /s/ David Campagnari | |||
| Name: | David Campagnari | |||
| Title: | President | |||
| Email Address: kdavid.campagnari@inducebiologics.com | ||||