Item 1.01 - Entry Into a Material Definitive Agreement

On January 20, 2021, we entered into Subscription Agreements with certain institutional investors for a registered direct offering of 7,301,410 shares of our common stock, no par value, at an offering price of $3.424 per share, for an aggregate purchase price of $25,000,027.84. The price per share was the average of the closing price of our common stock on the NYSE American for the five trading days prior to the date on which we and the investors executed the Subscription Agreements. We will pay no fees or commissions to broker-dealers or any finder's fees, nor will we issue any stock purchase warrants, in connection with the offer and sale of the shares.

The investors include Broadwood Capital, LP, our largest shareholder, and certain investment funds and accounts managed by Pura Vida Investments, LLC.

We currently intend to use the net proceeds from the offering primarily to promote commercialization of DetermaRx,™ including sales and marketing efforts and by conducting additional clinical studies to support clinical adoption of the test; to complete development of DetermaIO™; for development of other future tests in our pipeline, including DetermaTx™, DetermaMx™, and potentially additional prospective tests; and for general corporate and working capital purposes. We may also use proceeds of this offering to complete our acquisition of the capital stock of Razor Genomics, Inc. or to acquire one or more other businesses or business assets. We may invest proceeds in one or more of our existing subsidiaries or in any new subsidiaries that we may form. We may use the proceeds for purposes that are not contemplated at the time of the offering.

The Subscription Agreements contains terms and conditions, including customary representations, warranties and agreements by us, customary conditions to closing, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Subscription Agreements were made only for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the Subscription Agreements, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the material terms of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreements, which have been filed as an exhibit to this Current Report on Form 8-K and are incorporated herein by reference.





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The shares of common stock are being offered and sold pursuant to a prospectus supplement dated as of January 21, 2021, which has been filed with the Securities and Exchange Commission in connection with a takedown from our shelf registration statement on Form S-3 (File No. 333-231980), which became effective on June 18, 2019, and the base prospectus dated June 18, 2019. The sale of the common stock is expected to close on January 26, 2021, subject to the satisfaction of customary closing conditions.

Item 9.01 - Financial Statements and Exhibits.





Exhibit
Number                                     Description

10.1              Subscription Agreements, dated January 20, 2021, between
                OncoCyte Corporation and the investors named therein

5.1               Opinion of Counsel

23.1              Consent of counsel (included in Exhibit 5.1)

99.1              Press release dated January 20, 2021




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