Current Report Filing (8-k)
02 Mars 2023 - 03:06PM
Edgar (US Regulatory)
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2023-02-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
February 24, 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)
(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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective February 24, 2023, the Board of Directors of Oncocyte
Corporation (“Oncocyte” or the “Company”) appointed Joshua Riggs as
Chief Executive Officer of the Company. Mr. Riggs has also been
appointed President and joined the Company’s Board of Directors
effective February 28, 2023. The compensation of Mr. Riggs was
previously disclosed in a Form 8-K filed with the Securities and
Exchange Commission on December 5, 2022.
Mr. Riggs, age 40, has served as the Company’s Interim Chief
Executive Officer since December 2022. Mr. Riggs previously served
as the Company’s General Manager, Transplant from July 2022, and
the Company’s Senior Director Business Development from August 2020
until September 2022. From January 2015 to August 2020, Mr. Riggs
was the founder and principal of Intelliger Consulting, an
organization devoted to consumer driven healthcare, and from
January 2016 to July 2020, he was a principal at Bethesda Group,
LLC, a boutique consulting group focused on helping small and
mid-stage diagnostic companies and investment groups move emerging
diagnostic content and platforms to market.
There have been no transactions with Oncocyte and there are
currently no proposed transactions with Oncocyte that would require
disclosure under Item 404(a) of Regulation S-K. No arrangement or
understanding exists between Mr. Riggs and any other person
pursuant to which Mr. Riggs was selected as an officer of the
Company. No “family relationship,” as that term is defined in Item
401(d) of Regulation S-K, exists between Riggs, on the one hand,
and any of the Company’s directors or executive officers, on the
other hand.
Item
7.01 Regulation FD Disclosure.
On March 2, 2023, Oncocyte issued a press release announcing that
Mr. Riggs has been appointed as the Company’s President and Chief
Executive Officer, and that Mr. Riggs has joined the Company’s
Board of Directors. A copy of the press release is furnished as
Exhibit 99.1.
The information under this Item 7.01 and the accompanying Exhibit
99.1 shall be deemed “furnished” and not “filed” under Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and
shall not be incorporated by reference into any filings made by
Oncocyte under the Securities Act of 1933, as amended, or the
Exchange Act except as may be expressly set forth by specific
reference in such filing.
Item
9.01 Financial Statements and 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:
March 2, 2023 |
By: |
/s/
Anish John |
|
|
Anish
John |
|
|
Chief
Financial Officer |
OncoCyte (AMEX:OCX)
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