Registration of Additional Securities (up to 20%) (s-3mef)
05 Février 2021 - 12:07PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 5, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
OncoCyte
Corporation
(Exact
name of registrant as specified in its charter)
California
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1-37648
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27-1041563
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(State
or jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(IRS
Employer
Identification
No.)
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15
Cushing
Irvine,
California 92618
(949)
409-7600
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mitchell
Levine
Chief
Financial Officer
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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Richard
S. Soroko, Esq.
Thompson
Welch Soroko & Gilbert LLP
3950
Civic Center Drive
Suite
300
San
Rafael, California 94903
Telephone:
(415) 448-5000
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Robert
Charron, Esq.
Sarah
E. Williams, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
Telephone:
(212) 370-1300
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Michael
D. Maline, Esq.
DLA
Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 335-4500
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Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☒ 333-231980
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate Offering Price (1)
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Amount
of
Registration
Fee (2)
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Common
Stock, no par value
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$
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1,500,000
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$
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163.65
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(1)
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The
registrant previously registered the offering, issuance and sale of securities up to $100,000,000 under the Registration Statement
on Form S-3 (File No. 333-231980), which was filed by the registrant on June 6, 2019 and declared effective on June 18, 2019
(the “Related Registration Statement”) . In accordance with Rule 462(b) under the Securities Act of 1933, as amended,
an additional amount of securities having a proposed maximum aggregate offering price of $1,500,000 is hereby registered,
representing no more than 20% of the maximum aggregate offering price of securities that remain available for issuance under
the Related Registration Statement.
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(2)
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Calculated
in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462 (b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This
registration statement is being filed with respect to the registration of additional shares of common stock, no par value, of
OncoCyte Corporation, a California corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended,
representing an increase in the maximum aggregate offering price of $1,500,000. The contents of the earlier registration statement
on Form S-3 (File No. 333-231980), which was declared effective by the Securities and Exchange Commission on June 18, 2019, including
all exhibits thereto and all information incorporated by reference therein, are incorporated in this registration statement by
reference.
The
required opinions and consents are listed on the exhibit index and filed with this filing.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Irvine, California, on February 4, 2021.
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ONCOCYTE
CORPORATION
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By:
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/s/
Ronald Andrews
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Ronald
Andrews
President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Ronald Andrews
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Chief
Executive Officer, President, and Director
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February
4, 2021
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Ronald
Andrews
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(Principal
Executive Officer)
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/s/
Mitchell Levine
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Chief
Financial Officer and Treasurer
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February
4, 2021
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Mitchell
Levine
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(Principal
Financial and Accounting Officer)
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/s/
Andrew Arno
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Director
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February
4, 2021
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Andrew
Arno
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Director
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February , 2021
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Jennifer
Levin Carter
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/s/
Melinda Griffith
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Director
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February
4, 2021
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Melinda
Griffith
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Director
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February , 2021
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Alfred
D. Kingsley
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/s/
Andrew Last
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Director
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February
4, 2021
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Andrew
Last
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/s/
Cavan Redmond
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Director
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February
4, 2021
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Cavan
Redmond
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