AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (date of earliest event reported): June 15, 2017
name of registrant as specified in its charter)
or other jurisdiction
of principal executive offices)
telephone number, including area code)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
growth company [X]
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. [X]
statements that are not historical fact (including, but not limited to statements that contain words such as “may,”
“will,” “believes,” “plans,” “intends,” “anticipates,” “expects,”
“estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual
results to differ materially from the results anticipated in these forward-looking statements are contained in OncoCyte Corporation’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk
Factors” and other filings that OncoCyte may make with the SEC. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change.
Except as required by law, OncoCyte disclaims any intent or obligation to update these forward-looking statements.
5 – Corporate Governance and Management
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
reported in Item 5.07, at our annual meeting of shareholders held on June 15, 2017, our shareholders approved an amendment to
our Employee Stock Option Plan that made an additional 1,200,000 shares of our common stock available for sale or the grant of
stock options or restricted stock awards.
5.07 - Submission of Matters to a Vote of Security Holders.
2017 annual meeting of shareholders was held on June 15, 2017. At the meeting our shareholders elected seven directors to serve
until the next annual meeting and until their successors are duly elected and qualified. Our shareholders also ratified the Board
of Directors’ selection of OUM & Co. LLP as our independent registered public accountants to audit our financial statements
for the current fiscal year, and approved an amendment to our Employee Stock Option Plan to make 1,200,000 additional shares of
common stock available for sale or the grant of stock options or restricted stock awards.
were 29,368,498 shares of OncoCyte common stock outstanding and eligible to vote at the annual meeting as of the close
of business on April 17, 2017, the record date for determining shareholders entitled to vote at the meeting. There were 27,364,389
shares, or 93.18% of the voting power, represented at the meeting, either in person or by proxy. The following tables show the
votes cast by our shareholders and any abstentions with respect to the matters presented to shareholders for a vote at the meeting.
Information is also provided as to broker non-votes. A “broker non-vote” occurs when a shareholder whose shares are
held in “street name” in a brokerage account or similar account does not instruct the shareholder’s broker or
other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not permitted
to vote without instructions from their client. Brokers were not permitted under applicable rules of the New York Stock Exchange
and the NYSE MKT to vote in the election of directors or to vote for approval of the amendment of our Employee Stock Option Plan,
but were permitted to vote for approval of the appointment of our independent registered public accountants.
of the following directors was elected by the following vote:
|| ||25,068,220|| ||
|| ||143,414|| |
|| ||24,969,288|| ||
|| ||242,346|| |
|Don M. Bailey||
|| ||25,060,376|| ||
|| ||151,258|| |
|Alfred D. Kingsley||
|| ||25,067,865|| ||
|| ||143,769|| |
|Andrew J. Last||
|| ||24,970,330|| ||
|| ||241,304|| |
|Aditya P. Mohanty||
|| ||25,059,776|| ||
|| ||151,858|| |
|| ||24,970,370|| ||
|| ||241,264|| |
addition, there were 2,152,755 broker non-votes with respect to the election of directors.
of Appointment of Independent Registered Public Accountants
appointment of OUM & Co. LLP as our independent registered public accountants for the fiscal year ending December 31, 2017
was ratified by the following vote:
|| ||27,237,704|| |
|| ||12,863|| |
|| ||113,822|| |
were no broker non-votes on this matter.
of our Employee Stock Option Plan
amendment of our Employee Stock Option Plan to make an additional 1,200,000 shares of common stock available for sale or the grant
of stock options or restricted stock awards was approved by the following vote:
|| ||21,518,597|| |
|| ||3,665,905|| |
|| ||27,132|| |
were 2,152,755 broker non-votes on this matter.
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.
June 21, 2017
and Chief Executive Officer|