AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (date of earliest event reported): October 17, 2018
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 ☒
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. ☒
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
Form 10 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.
to “OncoCyte,” “we” or “us” are references to OncoCyte Corporation
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
October 17, 2018, we granted stock options to purchase 54,000 shares of our common stock to Lyndal Hesterberg, Senior Vice President
Research & Development. The stock options were granted under our 2018 Equity Incentive Plan (the “Plan”). The
exercise price of such options is $1.95, the fair market value of OncoCyte common stock determined in accordance with the Plan.
options shall vest and thereby become exercisable in three equal annual installments from the date of grant, such that the first
installment shall vest on the first anniversary date of the grant, with vesting of each installment conditioned upon the executive’s
continuous service as an OncoCyte employee on the applicable vesting date.
options shall expire if not exercised 10 years from the date of grant. However, in the event of termination of the executive’s
continuous service as an employee for any reason other than death or disability, the options will expire three months following
the termination of employment, and in the event of the executive’s death or disability, the options will expire if not exercised
within the first year following cessation of continuous service as an employee due to death or disability, and in each case may
be exercisable only up to the amount vested on the date of death or disability.
options shall be incentive stock options pursuant to Section 422 of the Internal Revenue Code, to the extent permitted by the
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.
October 22, 2018
and Chief Executive Officer|