Securities Registration: Employee Benefit Plan (s-8)
01 July 2017 - 6:41AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 30, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
ONCOCYTE
CORPORATION
(
Exact
name of Registrant as specified in charter
)
California
|
|
27-1041563
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
incorporation
or organization)
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|
Identification
Number)
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1010
Atlantic Avenue, Suite 102, Alameda, California
|
|
94501
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
2010
Stock Option Plan
(Full
title of the plan)
RUSSELL
SKIBSTED
Chief
Financial Officer
OncoCyte
Corporation
1010
Atlantic Avenue, Suite 102
Alameda,
California 94501
(Name
and address of agent for service)
(510)
775-0515
(Telephone
number, including area code, of agent for service)
Copies
of all communications, including all communications sent to the agent for service, should be sent to:
RICHARD
S. SOROKO, ESQ.
Thompson,
Welch, Soroko & Gilbert LLP
3950
Civic Center Drive, Suite 300
San
Rafael, California 94903
Tel.
(415) 448-5000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☐
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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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|
Amount
to be
registered
|
|
|
Proposed
maximum offering
price
per share(1)
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Proposed
maximum
aggregate
offering
price(1)
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|
|
Amount of
registration
fee(1)
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|
|
|
|
|
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|
|
|
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Common Stock, no par value(2)
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1,200,000
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$
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5.18
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$
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6,216,000
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$
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720.43
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Total Registration Fee
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$
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720.43
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(1)
Determined pursuant to Rule 457(c) and (h), including the exercise prices of certain options as to which the exercise price has
been determined.
(2)
Includes shares issuable directly or upon the exercise of the options. Pursuant to Rule 416, this Registration Statement also
includes an indeterminate number of common shares that may be subject to issuance as a result of anti-dilution and other provisions
of the Plan.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
This
Registration Statement on Form S-8 under the Securities Act of 1933, as amended, is being filed by OncoCyte Corporation (“OncoCyte”)
pursuant to General Instruction E to Form S-8 to register an additional (i) 1,200,000 shares of OncoCyte common stock, no par
value (“Shares”), and (ii) options to purchase 1,200,000 Shares, that may be granted or sold by OncoCyte under an
amendment to the OncoCyte Employee Stock Option Plan.
The
content of Registration Statement on Form S-8, File No. 333-208935, filed with the Securities and Exchange Commission (“SEC”)
on January 11, 2016, is incorporated by reference.
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”),
are incorporated herein by reference:
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●
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 27,
2017;
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●
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Registrant’s
Quarterly Report on Form 10-Q for the three month period ended March 31, 2017 filed with the SEC on April 28, 2017;
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●
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The
Registrant’s Current Reports on Form 8-K filed with the SEC on February 24, March 3, March 6, March 10, and June
21, 2017; and
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●
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The
description of the Registrant’s common stock contained in the Information Statement filed as Exhibit 99.1 to the Registration
Statement on Form 10 filed with the SEC on December 29, 2015.
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In
addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before
the date of this offering is terminated or completed and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be part thereof from the date of filing of such documents; provided, however,
that any information furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, or otherwise furnished rather
than filed with the SEC, shall not be incorporated by reference herein, and any statement contained in any document or report
incorporated by reference shall be deemed modified or superseded to the extent that a statement in any subsequently filed document
or report incorporated by reference modifies or supersedes such statement.
Any
statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits.
Exhibit
Numbers
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|
Description
|
|
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4.1
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2010
Stock Option Plan, as amended(1)
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4.2
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2017
Amendment to 2010 Stock Option Plan*
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5.1
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Opinion
of Counsel*
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23.1
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Consent
of OUM & Co. LLP *
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23.2
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Consent
of Counsel (Included in Exhibit 5.1)
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(1)
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Incorporated
by reference to OncoCyte’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on November
23, 2015.
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*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Alameda, State of California on June 30, 2017.
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ONCOCYTE
CORPORATION
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By:
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/s/
William Annett
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
William Annett
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Chief
Executive Officer and Director
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June
30, 2017
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WILLIAM
ANNETT
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(Principal
Executive Officer)
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/s/
Russell Skibsted
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Chief
Financial Officer
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June
30, 2017
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RUSSELL
SKIBSTED
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(Principal
Financial and Accounting Officer)
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/s/
Andrew Arno
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Director
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June
30, 2017
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ANDREW
ARNO
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/s/
Don Bailey
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Director
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June
30, 2017
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DON
BAILEY
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/s/
Alfred D. Kingsley
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Director
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June
30, 2017
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ALFRED
D. KINGSLEY
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Director
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June
30, 2017
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ANDREW
LAST
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/s/
Aditya Mohanty
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Director
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June
30, 2017
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ADITYA
MOHANTY
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/s/
Cavan Redmond
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Director
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June
30, 2017
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CAVAN
REDMOND
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EXHIBIT
INDEX
Exhibit
Numbers
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|
Description
|
|
|
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4.1
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|
2010
Stock Option Plan, as amended(1)
|
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4.2
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2017
Amendment to 2010 Stock Option Plan*
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|
|
|
5.1
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Opinion
of Counsel*
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|
|
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23.1
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|
Consent
of OUM & Co. LLP *
|
|
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23.2
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Consent
of Counsel (Included in Exhibit 5.1
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(1)
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Incorporated
by reference to OncoCyte’s Registration Statement on Form 10 filed with the Securities
and Exchange Commission on November 23, 2015.
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*
Filed herewith.
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