Form 8-K - Current report

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 17, 2024

Oncocyte Corporation

(Exact name of registrant as specified in its charter)

California		1-37648		27-1041563
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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.

On June 17, 2024, the Board of Directors (the “Board”) of Oncocyte Corporation (the “Company”) appointed Andrea James to serve as the Company’s Chief Financial Officer, effective June 17, 2024. Ms. James will also serve as the Company’s Principal Financial Officer. James Liu will continue to serve as the Company’s Senior Director, Controller & Principal Accounting Officer.

Ms. James joined Axon Enterprise in September 2017 as Vice President of Investor Relations. In May 2019, she was promoted to Vice President of Corporate Strategy & Investor Relations. In July 2020, she was promoted to Senior Vice President of Corporate Strategy & Investor Relations. In September 2022, she was promoted to Chief Communications Officer, reporting to the chief financial officer and maintaining her responsibility for investor relations. Ms. James concluded full-time employment at Axon on December 31, 2023 and continued to work as an advisor to Axon through May 2024, to ensure a smooth transition. Previously, Ms. James consulted in a strategic investor relations role for Tesla, Inc., and served as a vice president and senior research analyst for Dougherty & Company (now Colliers Securities), an investment bank, where she researched emerging technologies on behalf of institutional investors. Ms. James holds a B.S. in Computer Information Systems from American University, with a dual-minor in Applied Physics and Communications. She holds an M.S. in Journalism from Northwestern University.

In connection with Ms. James appointment as Chief Financial Officer, Ms. James entered into an employment agreement with the Company (the “Employment Agreement”), effective June 17, 2024. Pursuant to the terms of the Employment Agreement, Ms. James will receive an initial annual base salary of $325,000 (such annual base salary, as may be adjusted by the Board from time to time, the “Base Salary”) and will be eligible to receive an initial annual cash bonus, targeted at 50% of the Base Salary (such target, as may be adjusted by the Board from time to time, the “Annual Bonus”).

If Ms. James’s employment is terminated by the Company without Cause (as defined in the Employment Agreement), or Ms. James resigns from the Company with Good Reason (as defined in the Employment Agreement), the Company shall: (a) pay Ms. James all accrued but unpaid Base Salary and any vacation or paid time off accrued, (b) any vested benefits to which Ms. James or her estate may be entitled to under the Company’s benefit plan’s or applicable law, (c) an amount equal to 12-months of the Base Salary, (d) pay Ms. James an amount equal to a pro-rated portion of the Annual Bonus, (d) reimbursement for an amount equal to the monthly portion of the premium cost of participation in such group health plan that the Company paid for immediately prior to the date of termination for a period of up to 12 months, (e) with respect to each outstanding time-based equity award, if any, accelerated vesting of the next trench of time-based equity that would have vested had Ms. James remained employed through the next applicable vesting date, and (f) with respect to the Performance Equity Award (as defined below), accelerated time vesting of any options that are performance vested as of the date of termination.

The foregoing description of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full and complete text of the Employment Agreement, attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2024.

Additionally, in connection with Ms. James’ appointment as Chief Financial Officer, the Board approved the following grants to Ms. James: (a) an Option (as defined in the Company’s 2018 Equity Incentive Plan (the “Plan”)) to purchase 200,000 shares of the Company’s common stock, no par value (“Common Stock”)(the “Stock Option Grant”), and (b) an award of 100,000 Restricted Stock Units (as defined in the Plan)(the “Performance Equity Grant”). Both the Stock Option Grant and the Performance Equity Grant shall be made subject to shareholder approval of an amendment to the Plan, increasing the total number of shares of Common Stock available for grant of awards under the Plan.

Ms. James has no family relationships with any director or executive officer of the Company. There are no arrangements or understandings between Ms. James and any other person pursuant to which Ms. James was appointed as an executive officer. Additionally, there are no transactions involving Ms. James that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release, dated June 17, 2024.
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: June 17, 2024	By:	/s/ Joshua Riggs
		Joshua Riggs
		President and Chief Executive Officer

Exhibit 99.1

Oncocyte Appoints Andrea James as Chief Financial Officer

IRVINE, Calif., June 17, 2024 (GLOBE NEWSWIRE) -- Oncocyte Corporation (Nasdaq: OCX), a precision diagnostics company, today announced that it has appointed leading finance executive, Andrea James, to the position of Chief Financial Officer.

“We are thrilled to welcome Andrea as we approach the inflection point of commercial launch,” Oncocyte CEO Josh Riggs said. “She has a proven track record of guiding financial strategy through multiple phases of growth, raising and stewarding capital, and building relationships with high quality institutional investors. Andrea is therefore an ideal CFO business partner to myself, the Board of Directors and the Oncocyte team.

“We expect 2024 and 2025 to be transformative years for Oncocyte. We have begun to establish our diagnostic tests as the research tool of choice for the transplant community together with our co-marketing partner Bio-Rad Laboratories (NYSE:BIO). Separately, we also see the opportunity to unlock high-value clinical diagnostic opportunities in the oncology space, and add to our commercialization partnerships. We eagerly anticipate Andrea’s valuable insights as we continue to drive value creation for Oncocyte’s shareholders.”

Prior to joining Oncocyte, Ms. James served as Chief Communications Officer and head of investor relations at Axon Enterprise, Inc. (Nasdaq: AXON). She joined Axon’s finance team in 2017 to build the company’s investor relations function and played an integral role through the company’s growth from $1 billion in market capitalization to a company valued at more than $20 billion. She led Axon’s repositioning as a top-tier technology company with the investment community and established Axon’s corporate strategy function, overseeing capital stewardship, mergers and acquisitions, strategic partnerships and investments. Her work was instrumental in supporting more than $550 million in equity capital offerings.

Ms. James worked in a strategic investor relations role for Tesla, Inc. (Nasdaq: TSLA) in 2016 and 2017. From 2009 to 2016 she worked as a sell-side analyst for Dougherty & Company (now Colliers Securities), becoming a vice president and senior research analyst. At Dougherty, she researched emerging technologies on behalf of institutional investors. Previously, she was a reporter at publications including Bloomberg News and the Seattle Post-Intelligencer covering a range of business and financial beats.

“Oncocyte is a disruptive innovator in the field of molecular diagnostics that is on track for category leadership. The company enjoys a top-notch management team with extensive experience in this space,” Ms. James said. “I am delighted to join and look forward to helping to scale the company into a much larger, highly profitable enterprise over time, while also ensuring that the capital markets understand our exciting runway and global market opportunity.”

“I also want to commend James Liu, who has served as Oncocyte’s controller and principal accounting officer and who will continue to serve as an important leader within our finance team,” James added.

Ms. James holds a Bachelor of Science, summa cum laude, in Computer Information Systems from American University. She also holds a Master of Science in Journalism from Northwestern University, graduating with Kappa Tau Alpha honors. While at Dougherty, her Financial Industry Regulatory Authority (FINRA) licenses included the Series 7, 86, 87 and 63.

About Oncocyte

Oncocyte is a precision diagnostics company. The Company’s tests are designed to help provide clarity and confidence to physicians and their patients. VitaGraft™ is a clinical blood-based solid organ transplantation monitoring test. GraftAssure™ is a research use only (RUO) blood-based solid organ transplantation monitoring test. DetermaIO™ is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies. DetermaCNI™ is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. For more information about Oncocyte, please visit https://oncocyte.com/. For more information about our products, please visit the following web pages:

VitaGraft Kidney™ - https://oncocyte.com/vitagraft-kidney/

VitaGraft Liver™ - https://oncocyte.com/vitagraft-liver/

GraftAssure™ - https://oncocyte.com/graftassure/

DetermaIO™ - https://oncocyte.com/determa-io/

DetermaCNI™ - https://oncocyte.com/determa-cni/

VitaGraft™, GraftAssure™, DetermaIO™, and DetermaCNI™ are trademarks of Oncocyte Corporation.

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “may,” and similar expressions) are forward-looking statements. These statements include those pertaining to, among other things, Oncocyte’s ongoing commercialization efforts and Ms. James’ expected contributions to the Company, and other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of Oncocyte’s third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial scale, potential interruptions to supply chains, the need and ability to obtain future capital, maintenance of intellectual property rights in all applicable jurisdictions, obligations to third parties with respect to licensed or acquired technology and products, the need to obtain third party reimbursement for patients’ use of any diagnostic tests Oncocyte or its subsidiaries commercialize in applicable jurisdictions, and risks inherent in strategic transactions such as the potential failure to realize anticipated benefits, legal, regulatory or political changes in the applicable jurisdictions, accounting and quality controls, potential greater than estimated allocations of resources to develop and commercialize technologies, or potential failure to maintain any laboratory accreditation or certification. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly such statements should be evaluated together with the many uncertainties that affect the business of Oncocyte, particularly those mentioned in the “Risk Factors” and other cautionary statements found in Oncocyte’s Securities and Exchange Commission (SEC) filings, which are available from the SEC’s website. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Oncocyte undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

CONTACT:

Jeff Ramson

PCG Advisory

(646) 863-6893

jramson@pcgadvisory.com

Cover	Jun. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 17, 2024
Entity File Number	1-37648
Entity Registrant Name	Oncocyte Corporation
Entity Central Index Key	0001642380
Entity Tax Identification Number	27-1041563
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	15 Cushing
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	409-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	OCX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false