AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (date of earliest event reported): March 25, 2020
name of registrant as specified in its charter)
or other jurisdiction
of principal executive offices)
telephone number, including area code)
registered pursuant to Section 12(b) of the Exchange Act:
of each class
of each exchange on which registered|
Stock, no par value
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
Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk
Factors” and in 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,” “us,” and “our” are references to OncoCyte Corporation.
information in Item 2.02 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.
2 - Financial Information
2.02 - Results of Operations and Financial Condition
March 25, 2020, OncoCyte issued a press release announcing its financial results for the three and twelve months ended December
31, 2019. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
9.01 - Financial Statements and Exhibits.
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.
March 25, 2020