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Item 1.01          Entry into a Material Definitive Agreement.

 

The information contained in Item 3.02 below is incorporated by reference herein.

 

Item 3.02          Unregistered Sales of Equity Securities.

 

On February 17, 2017, OncoCyte Corporation (“OncoCyte”) entered into two forms of Warrant Exercise Agreement (collectively, the “Agreement”) with certain holders of OncoCyte’s warrants issued in its August 2016 private placement (the “Original Warrants”).  Pursuant to one form of the Agreement, holders agreed to cash exercise Original Warrants to purchase 200,000 shares of OncoCyte’s common stock (the “Common Stock”) at their exercise price of $3.25 per share, and OncoCyte agreed to issue to each such holder new warrants (the “New Warrants”) to purchase an equal number of shares of Common Stock at an exercise price of $5.50 per share.  Pursuant to the alternate form of the Agreement, the holder agreed to cash exercise Original Warrants to purchase 425,000 shares of Common Stock at the exercise price of $3.25 per share, and OncoCyte agreed to issue to such holder a New Warrant to purchase one half of such number of shares of Common Stock at an exercise price of $3.25 per share.  In this alternate form of the Agreement, OncoCyte also agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the New Warrant and to keep it continuously effective for up to five years, subject to conditions set forth in the Agreement.  In the aggregate, OncoCyte received gross proceeds of approximately $2.0 million and issued 412,500 New Warrants to purchase shares of Common Stock at a weighted average price of $4.34 per share.

 

The New Warrants have an exercise price of either $3.25 or $5.50 per share of Common Stock, were exercisable upon issuance, and may be exercised until February 17, 2022.

 

OncoCyte issued the New Warrants to investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws for transactions by an issuer not involving any public offering.  All investors were accredited and no form of general solicitation or general advertising was used in connection with the transaction.

 

The foregoing description of the Agreement and the New Warrants do not purport to be complete and are qualified in their entirety by the full text of such documents, which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report and incorporated by reference into this Item 3.02.

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Item 7.01          Regulation FD Disclosure.

 

On February 21, 2017, OncoCyte issued a press release announcing that it had closed the transactions contemplated by the Agreement.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Exhibit		Description
4.1		Form of New Warrant
10.1		Form of Warrant Exercise Agreement
10.2		Alternate form of Warrant Exercise Agreement
99.1		Press release issued by OncoCyte Corporation dated February 21, 2017

 

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