Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-231980
Registration
No. 333-252765
PROSPECTUS SUPPLEMENT
(To
Prospectus dated June 18, 2019)
7,780,000
Shares
Common
Stock
We
are offering up to 7,780,000 shares of our common stock directly to certain investors pursuant to this prospectus supplement
and the accompanying prospectus. Each share of our common stock is being sold at a purchase price of $4.50 per share.
Our
common stock is listed on the NYSE American under the symbol “OCX.” The last reported sale price of our common stock
on February 4, 2021 was $5.31 per share.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS
Act, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement,
the accompanying prospectus and our filings with the Securities and Exchange Commission.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement,
as well as the documents incorporated by reference in this prospectus supplement, for a discussion of the factors you should carefully
consider before deciding to purchase our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
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Per
Share
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Total
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Public
offering price
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$
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4.50
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$
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35,010,000
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Underwriting
discounts and commissions (1)
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0.27
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2,100,600
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Proceeds
to us before expenses
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$
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4.23
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$
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32,909,400
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(1)
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See “Underwriting”
on page S-18 of this prospectus supplement for additional information regarding compensation payable to the underwriters
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We
have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to
an additional 1,167,000 shares of common stock at the public offering price per share of common stock, less the underwriting
discounts and commissions.
The
underwriters expect to deliver the shares of common stock on or about February 9, 2021.
Sole
Bookrunner
Piper
Sandler
Co-Lead
Managers
Prospectus
Supplement dated February 5, 2021
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is the prospectus supplement, including the documents incorporated by reference, which
describes the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated
by reference, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of
this document combined. Before you invest, you should carefully read this prospectus supplement, the accompanying prospectus,
all information incorporated by reference herein and therein, as well as the additional information described under “Where
You Can Find Additional Information” on page S-27 of this prospectus supplement. These documents contain information you should
consider when making your investment decision. This prospectus supplement may add, update or change information contained in the
accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on
the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference therein filed
prior to the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement.
If any statement in one of these documents is inconsistent with a statement in another document having a later date—for
example, a document filed after the date of this prospectus supplement and incorporated by reference in this prospectus supplement
and the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.
You
should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and in any free writing prospectuses we may provide to you in connection with this offering. We have not authorized any other
person to provide you with any information that is different. If anyone provides you with different or inconsistent information,
you should not rely on it. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions
where offers and sales are permitted. The distribution of this prospectus supplement and the offering of the common stock in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement
must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution
of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement
by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein or in the accompanying prospectus were made solely for the benefit of the parties
to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were
accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as
accurately representing the current state of our affairs.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the information incorporated into each by reference contain “forward-looking
statements” that involve risks and uncertainties. Our actual results could differ materially from those discussed in the
forward-looking statements. The statements contained in this prospectus supplement that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements are
often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “project,” “seek,” “should,” “strategy,” “target,”
“will,” “would” and similar expressions or variations intended to identify forward-looking statements.
These statements are based on the beliefs and assumptions of our management based on information currently available to management.
Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results
and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed
in this section of the prospectus supplement titled “Risk Factors.” Furthermore, such forward-looking statements speak
only as of the date of this prospectus supplement. Except as required by law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of such statements.
The
forward-looking statements in this prospectus supplement, the accompanying prospectus and the information incorporated into each
by reference include, among other things, statements about:
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the
timing and potential achievement of future milestones;
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the
timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services
and other third-party payers;
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our
plans to pursue research and development of diagnostic test candidates;
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the
potential commercialization of our diagnostic tests currently in development;
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the
timing and success of future clinical trials and the period during which the results of the clinical trials will become available;
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the
potential receipt of revenue from future sales of our diagnostic tests or diagnostic tests in development;
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our
assumptions regarding obtaining reimbursement and reimbursement rates;
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our
estimates regarding future orders of diagnostic tests and our ability to perform a projected number of tests;
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our
estimates and assumptions around patient populations, market size and price points for reimbursement for our diagnostic tests
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our
estimates regarding future revenues and operating expenses, and future capital requirements;
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our
intellectual property position;
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the
impact of government laws and regulations;
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the
impact of the Covid-19 pandemic on our operations and demand for our diagnostic tests; and
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our
competitive position;
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Please
consider our forward-looking statements in light of those risks as you read this prospectus supplement, and the accompanying prospectus
and the information incorporated into each by reference. It is not possible for our management to predict all risks, nor can we
assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you
should not place undue reliance on these forward-looking statements.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual
results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to
us or individuals acting on our behalf are expressly qualified in their entirety by this note. Before purchasing any shares of
common stock, you should consider carefully all of the risk factors set forth or referred to in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference that could cause actual results to differ.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our
diagnostic tests, including data regarding the estimated size of those markets and their projected growth rates, as well as market
research, estimates and forecasts prepared by our management. We obtained the industry, market and other data throughout this
prospectus from our own internal estimates and research, as well as from publicly available information, industry publications
and research, surveys and studies conducted by third-parties, including governmental agencies.
Information
that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties
and actual events or circumstances may differ materially from events and circumstances that are assumed in this information based
on various factors, including those discussed under the heading “Risk Factors” and elsewhere in this prospectus. We
believe that these sources and estimates are reliable but have not independently verified them and cannot guarantee their accuracy
or completeness. We caution you not to give undue weight to such projections, assumptions and estimates.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement,
in the accompanying prospectus and in the documents incorporated by reference. This summary is not complete and does not contain
all the information you should consider before investing in our common stock pursuant to this prospectus supplement and the accompanying
prospectus. Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully
read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors” beginning on page
S-7 of this prospectus supplement, the financial statements and related notes, and the other information incorporated by reference
herein, including our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings with the
Securities and Exchange Commission (the “SEC”) that we file from time to time.
Unless
the context otherwise requires, all references in this prospectus to “OncoCyte,” “we,” “us,”
“our,” “the Company” or similar words refer to OncoCyte Corporation, together with our consolidated subsidiaries.
Overview
We
are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests (“LDTs”)
to serve unmet medical needs across the cancer care continuum. Our mission is to provide actionable information to physicians
and patients at critical decision points to optimize diagnosis and treatment decisions, improve patient outcomes, and reduce overall
cost of care. We have prioritized lung cancer as our first indication. Lung cancer remains the leading cause of cancer death in
the United States, despite the availability of molecular testing and novel therapies to treat patients.
Our
first commercial diagnostic test is a proprietary treatment stratification test called DetermaRx™ that identifies which
patients with early stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year
survival rate. We are also developing multi-gene molecular, laboratory-developed diagnostic tests that we have branded as DetermaIO™.
DetermaIO™ is a proprietary gene expression assay with promising data supporting its potential to help identify patients
likely to respond to checkpoint inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple
solid tumor types including non-small cell lung cancer (NSCLC), and triple negative breast cancer (TNBC). DetermaIO™ is
presently available for research use but one of our goals is to complete development of that assay and to make it available for
clinical use later this year. We also perform assay development and clinical testing services for pharmaceutical and biotechnology
companies.
Other
tests in our development pipeline include DetermaTx™, a test that we are targeting for commercial launch later this year
and that is intended to compliment DetermaIO™ by assessing the mutational status of a tumor to help identify the appropriate
targeted therapy. We also plan to initiate the development of DetermaMx™ as a blood based test to monitor cancer patients
for recurrence of their disease. We plan to add to our diagnostic test pipeline the TheraSure™-CNI
Monitor, a patented, blood-based test for immunotherapy monitoring, developed by Chronix Biomedical, Inc. (“Chronix”).
We have entered into a merger agreement to acquire Chronix and if the proposed merger is completed we plan to make the
CNI Monitor test available initially as a research tool.
Recent
Developments
Completion
of Milestone to Acquire Razor Genomics, Inc.
On
January 29, 2021, the principal shareholder of Razor Genomics, Inc. (“Razor”) informed us that the milestone requiring
us to purchase the outstanding shares of Razor common stock had been attained under the Subscription and Stock Purchase Agreement
(the “Purchase Agreement”), dated September 4, 2019, among ourselves, Encore Clinical, Inc. (“Encore”),
and Razor, and pursuant to certain Minority Holder Stock Purchase Agreements of like tenor (the “Minority Purchase Agreements”)
with the shareholders of Razor other than Encore (the “Minority Shareholders”). Upon closing of the purchase of the
Razor common stock, Oncocyte will be the sole shareholder of Razor. We will pay Encore and the Minority Shareholders in total
$10 million in cash and will issue to them shares of our common stock having a market value of $5 million based on an average
closing price of our common stock on the NYSE American over a five day period.
We
acquired our rights to develop and market our lead diagnostic test DetermaRx™ through certain agreements with Razor that
we entered into during September 2019 in connection with the Purchase Agreement and Minority Purchase Agreements. The closing
of the purchase of the Razor common stock is subject to customary closing conditions.
Agreement
to Acquire Chronix.
On
February 2, 2021, we and our newly organized wholly-owned subsidiary CNI Monitor Sub, Inc. entered into an Agreement and Plan
of Merger (the “Chronix Merger Agreement”) with Chronix and certain Chronix stockholders and an equityholder represetative.
Pursuant to the Chronix Merger Agreement, CNI Monitor Sub, Inc. will be merged with and into Chronix with Chronix surviving the
merger.
By
acquiring Chronix, we will add Chronix’s TheraSure™-CNI Monitor to our diagnostic test pipeline. The CNI Monitor is
a patented, blood-based test for immunotherapy monitoring utilizing a copy number index or CNI that relies on the property of
cancer to modify the normal genome of cells by accumulating mutations and variation in the number of copies of genes in the genome.
The CNI Monitor test quantitatively measures the amount of that copy number variation present in blood that has been shed by dying
tumor cells. Monitoring the change in the CNI over time for a patient on immunotherapy may allow a physician to monitor their
patient’s response to the immunotherapy treatment or the progression of the disease and to adjust treatment accordingly.
Our initial focus will be to offer the CNI Monitor to the pharma industry for research use and pharma trials in lung cancer and
other solid tumor types treated by immunotherapy. Our ultimate goal will be to develop the CNI Monitor for clinical use as a blood-based
immunotherapy monitoring test.
In
addition to the CNI Monitor, Chronix has certain organ transplant technology. Chronix has laboratory operations in Germany that
can support the continued development and commercial launch of the CNI Monitor and other tests, including our DetermaRx™
and DetermaIO™, in Germany and other EU member countries after completion of the merger.
If
the Chronix merger is completed, we will issue 295,000 shares of OncoCyte common stock valued at $1.5 million, as determined
based on our common stock closing price on February 1, 2021, to holders of certain Chronix preferred stock, and we will provide
$2.675 million in cash for the payment of certain Chronix liabilities and we will assume up to $5.575 million of additional Chronix
liabilities. As additional consideration for the acquisition of Chronix, we have agreed to pay to holders of other classes and
series of Chronix stock (i) up to $14 million in any combination of cash or OncoCyte common stock if certain milestones are achieved,
(ii) earnout consideration of up to 15% of net collections for sales of specified tests and products during certain five to ten-year
earnout periods, and (iii) up to 75% of net collections during a seven-year earnout period from the sale or license of Chronix’s
patents to a third party for use in transplantation medicine.
The
completion of the Chronix merger is subject to the satisfaction or waiver of certain closing conditions. OncoCyte and Chronix
each have the right to terminate the Chronix Merger Agreement if the closing has not occurred on or before April 30, 2021.
Corporate
Information
We
were incorporated in 2009 in the state of California and were formerly a majority-owned subsidiary of Lineage Cell Therapeutics,
Inc. (formerly known as BioTime, Inc.) (“Lineage”), a publicly traded, clinical-stage, biotechnology company developing
new cellular therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the
body in detecting and combating cancer. Since February 17, 2017, we ceased to be a subsidiary of Lineage for financial reporting
purposes when Lineage’s percentage ownership of our outstanding common stock declined below 50% and, as of the date of this
prospectus supplement, Lineage’s ownership interest in our common stock has decreased to below 5% and it no longer exercises
significant influence over our operations and management. Our principal executive offices are located at 15 Cushing, Irvine, California
92618. Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be
accessed through, our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered
a part thereof.
THE
OFFERING
Common
stock offered by us
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7,780,000
shares.
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Offering
price of common stock
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$4.50
per share
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Common
stock to be outstanding immediately after this offering(1)
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86,441,810 shares.
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Use
of proceeds
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We
expect to receive net proceeds from this offering of approximately $32.5 million,
after deducting underwriting discounts and commissions and other expenses of this offering
payable by us. We currently intend to use the net proceeds from this offering to promote
commercialization of DetermaRx,™ including sales and marketing efforts and by conducting
additional clinical studies to support clinical adoption of the test; to complete development
of DetermaIO™; for development of other future tests in our pipeline, including
DetermaTx™ and DetermaMx™ and any others that we may acquire, including the
CNI Monitor test after our merger with Chronix.
We
may use net proceeds to acquire Chronix, including the payment of $2.675 million upon closing of the merger, payment of
other obligations of Chronix after the merger is consummated, and to make certain future milestone payments to former
Chronix shareholders that may become payable as additional merger consideration under the Chronix Merger Agreement. We
expect to use net proceeds to pay all or a portion of the $10 million cash portion of the purchase price of the shares
of Razor common stock, and we may use net proceeds to pay all or a portion of the $6 million of additional merger consideration
that may become payable to former shareholders of Insight Genetics, Inc. (“Insight”) if the applicable milestones
requiring such payments are met.
We
may use net proceeds to invest in or acquire other businesses or technologies that we believe are complementary to our
own, although we have no binding agreements with respect to any acquisitions as of the date of this prospectus supplement
other than our agreement to acquire Razor common stock and the merger agreements with Insight and Chronix. We acquired
DetermaRx™ from Razor, and DetermaIO™ from Insight, and we plan to acquire the CNI Monitor test from Chronix.
See “Use of Proceeds” beginning on page S-16 and Risk Factors beginning on page S-7 of this prospectus supplement.
Net
proceeds not used for the foregoing purposes may be used for general corporate and working capital purposes.
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Sale
of shares to certain shareholder
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Broadwood
Partners, L.P. (“Broadwood”) is purchasing 600,000 shares in this offering.
Based on the latest amendment to Broadwood’s report on Schedule 13D filed with
the SEC, prior to this offering Broadwood and the President of its general partner beneficially
owned 17,235,590 shares of Oncocyte common stock, which represented approximately 21.6%
of the shares of Oncocyte common stock outstanding.
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Risk
factors
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Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus
supplement and page 3 of the accompanying prospectus, as well as the documents and other information incorporated by reference
in or included in this prospectus supplement, for a discussion of the risks you should carefully consider before investing
in our common stock.
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NYSE
American symbol for our common stock
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OCX.
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(1)
The number of shares of our common stock to be outstanding immediately after this offering as shown above is based on 86,441,810
shares of our common stock outstanding and excludes:
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3,383,913
shares of our common stock issuable upon exercise of warrants outstanding as of September 30, 2020, with exercise prices ranging
from $1.69 to $5.50 per share;
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2,424,000
shares of our common stock issuable upon exercise of options outstanding under our 2010 Stock Option Plan as of September
30, 2020, with a weighted-average exercise price of $3.20 per share;
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6,987,000
shares of our common stock issuable upon exercise of options outstanding under our 2018 Equity Incentive Plan as of September
30, 2020, with a weighted-average exercise price of $2.64 per share;
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201,000
restricted stock units issued to our executive officers under our 2018 Equity Incentive Plan; and
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3,571,000
shares of our common stock available for future grants under our 2018 Equity Incentive Plan as of September 30, 2020.
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RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. You should carefully consider these risk factors, together with
all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
as modified and superseded, before you decide to invest in our securities, including without limitation the risk factors listed
under Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K, as filed with the SEC on March 26, 2020, as amended April
28, 2020 (the “Annual Report”) and in our Quarterly Reports on Form 10-Q filed with the SEC. The occurrence of any
of the following risks could harm our business. In that case, the trading price of our common stock could decline, and you may
lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also impair our operations. You should also refer to the other information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including
our financial statements and the notes to those statements and the information set forth in the section entitled “Special
Note Regarding Forward-Looking Statements.”
Risks
Related to this Offering
Because
our management will have broad discretion and flexibility in how the net proceeds from this offering are used, our management
may use the net proceeds in ways with which you disagree or which may not prove effective.
We
currently intend to use the net proceeds from this offering to support our DetermaRx™ and DetermaIO™ development and
commercialization efforts, including additional clinical studies to support reimbursement and adoption, for development of additional
diagnostic tests, including the CNI Monitor test after we complete the Chronix merger, for the acquisition of Razor common stock,
for the payment of Chronix obligations as provided in the Chronix Merger Agreement, for contingent merger consideration that may
become payable to Chronix shareholders and Insight shareholders, and for general corporate and working capital purposes. In addition,
as part of our strategic business plan, we regularly research and are actively evaluating the acquisition of businesses or technologies
that we believe are complementary to our own laboratory test development and commercialization efforts. Consequently, we may use
net proceeds from the offering to invest in or acquire businesses or assets, including also licensing of rights to use technologies.
See “Use of Proceeds.”
The
actual amounts and timing of our expenditures are within management’s discretion and may vary significantly depending on
numerous factors such as the progress of our development and commercialization efforts, the results of our clinical studies, and
any unforeseen cash needs. Because we have broad discretion in determining how the proceeds of this offering will be used, you
will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds are being used appropriately.
There
may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.
Subject
to the equity distribution agreement, dated March 20, 2020 (the “ATM Agreement”), between us and Piper Sandler &
Co. (the “Agent”) to create an at-the-market equity program, we are generally not restricted from issuing additional
common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive,
common stock. We may, in the future, seek additional capital through a combination of public and private offerings of common stock,
or other securities convertible into or exchangeable for, or that represent a right to receive, common stock. We may also participate
in debt financings. To the extent that we raise additional capital through the sale of common stock, or securities that are convertible
into or exchangeable for, or that represent a right to receive, common stock, your ownership interest will be diluted, and the
market price of our common stock could be adversely affected. The incurrence of indebtedness, if obtained, would result in increased
fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt,
limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely
impact our ability to conduct our business. Moreover, we will issue additional shares of our common stock upon the exercise of
currently outstanding options and warrants. Such issuances may involve a significant number of shares of our common stock at prices
less than the offering price in this offering.
We
will also issue approximately 982,318 shares of our common stock to Razor shareholders and approximately 295,000 shares to certain
Chronix shareholders under our agreements to acquire those companies. We may also issue additional shares of our common stock
to former Razor, Chronix, and Insight shareholders in the future as additional acquisition consideration if certain milestones
related to clinical trials, Centers for Medicare and Medicaid Services reimbursement determinations, and commercialization of
the diagnostic tests we acquired from Razor, Chronix, and Insight.
The
resale of any of the shares of common stock that we may issue may depress the prices at which our common stock trades.
You
will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase.
Because
the purchase price per share of common stock in this offering is substantially higher than the net tangible book value per share
of our common stock outstanding prior to this offering, investors in this offering will suffer immediate and substantial dilution
in the net tangible book value per share of common stock. Based on the public offering price of $4.50 per share in
this offering, if you purchase securities in this offering, you will suffer immediate and substantial dilution of approximately
$3.93 per share in net tangible book value of our common stock. See “Dilution” on page S-17 of this prospectus
supplement for a more detailed discussion of the dilution you will incur in connection with this offering.
Because
we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will
be your sole source of gain.
We
have never declared or paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable
future. We currently intend to retain all of our future earnings, if any, but for reinvestment in our business. Any future determination
to pay cash dividends will be at the discretion of our board of directors and will be dependent upon the repayment of loans under
an existing credit agreement with Silicon Valley Bank, our financial condition, results of operations, capital requirements and
other factors as our board of directors deems relevant. See “Dividend Policy” on page S-17 of this prospectus supplement.
As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Risks
Related to Our Capital Resources and Financial Obligations
We
may incur significant cash payment and common stock issuance obligations under our agreements arising from our investments in
Razor and Insight and planned investment in Chronix.
We
have entered into certain agreements with Razor and its shareholders, including a Subscription and Stock Purchase Agreement (the
“Razor Purchase Agreement”), Minority Holder Stock Purchase Agreements (the “Minority Purchase Agreements”),
and a Development Agreement (the “Development Agreement”), under which we may incur significant cash payment and common
stock issuance obligations. Under the Razor Purchase Agreement and the Minority Holder Stock Purchase Agreements we will purchase
the outstanding Razor common stock from its shareholders by paying those shareholders $10 million in cash and issuing to them
shares of our common stock with an aggregate market value equal to $5 million as of the date of our obligation to purchase the
Razor shares. Under the Development Agreement, upon completion of enrollment of the full number of patients for a clinical trial
of DetermaRx™ for purposes of promoting commercialization (the “Clinical Trial”), we will be obligated to issue
to the Razor shareholders shares of our common stock with an aggregate market value equal to $3 million at the date of issue.
The
number of shares of our common stock issuable under the Razor Purchase Agreement, the Minority Holder Purchase Agreements, and
the Development Agreement on a combined basis is limited to 19.99% of the issued and outstanding shares of our common stock or
the outstanding voting power of our shares as of the date of the Razor Purchase Agreement, and if that number of shares has a
value of less than $3 million on the date the Development Agreement obligation must be met, we would need to pay an amount of
cash necessary to bring the combined value of cash and shares to $3 million to satisfy the Development Agreement obligation. The
number of shares that may become issuable to satisfy the $3 million obligation cannot presently be determined because the number
of shares will depend upon the market price of our common stock when the shares become issuable. The issuance of those shares
of common stock will dilute the interests of our other common stockholders.
Under
the Development Agreement we are also obligated to pay the expenses of the DetermaRx™ Clinical Trial after Razor’s
$4 million “Clinical Trial Expense Reserve” has been exhausted. If within a specified time frame Razor’s principal
shareholder Encore Clinical, Inc. (“Encore”) is substantially responsible for obtaining funding to us or Razor for
the Clinical Trial from any third-party pharmaceutical company, a portion of such additional funding amount will be paid to Encore,
subject to a $3 million cap on the payment to Encore if the funding is provided by a designated pharmaceutical company.
Under
the merger agreement pursuant to which we acquired Insight, we have agreed to pay contingent consideration of up to $6.0 million
in any combination of cash or shares of our common stock if certain milestones related to DetermaIO™ are achieved (the “Contingent
Consideration”), which consist of (i) a $1.5 million clinical trial completion and data publication milestone, (ii) $3.0
million for an affirmative final local coverage determination from CMS for a specified lung cancer test, and (iii) up to $1.5
million for achieving certain CMS reimbursement milestones.
If
the Chronix merger is completed, we will issue 295,000 shares of OncoCyte common stock to holders of certain Chronix preferred
stock, and we will provide $2.675 million in cash for the payment of certain Chronix liabilities and we will assume up to $5.575
million of additional Chronix liabilities. As additional consideration for the acquisition of Chronix, we have agreed to pay to
holders of other classes and series of Chronix stock (i) up to $14 million in any combination of cash or OncoCyte common stock
if certain milestones are achieved, (ii) earnout consideration of up to 15% of net collections for sales of specified tests and
products during certain five to ten-year earnout periods, and (iii) up to 75% of net collections during a seven-year earnout period
from the sale or license of Chronix’s patents to a third party for use in transplantation medicine.
To
meet these various cash payment obligations, we may need to sell additional shares of our common stock or other securities to
raise the cash needed, or we may have to divert cash on hand that we would otherwise use for other business and operational purposes
which could cause us to delay or reduce activities in the development and commercialization of our cancer tests. Any shares of
common stock or other securities we sell to raise cash to meet our cash payment obligations will dilute the interests of our common
stockholders.
We
have limited capital, marketing, and sales resources for the commercialization of our diagnostic tests.
We
are building our own marketing and sales capability for our diagnostic tests, and are devoting significant financial and management
resources to recruiting, training, and managing our sales force and building a health care regulatory compliance program. However,
due to our limited capital resources, we may need to enter into marketing arrangements with other diagnostic companies for one
or more of our tests in domestic or foreign markets. Under such marketing arrangements we may license marketing rights to one
or more of our diagnostic tests to other diagnostic companies or to one or more joint venture companies that may be formed to
market our tests, and we might receive only a royalty on sales or an equity interest in a joint venture company. As a result,
our revenues from the sale of our tests through such arrangements may be substantially less than the amount of revenues and gross
profits that we might receive if we were to market our tests ourselves.
We
have incurred operating losses since inception, and we do not know if we will attain profitability.
Since
our inception in September 2009, we have incurred operating losses and negative cash flows and we expect to continue to incur
losses and negative cash flows in the future. Our net losses for the years ended December 31, 2019 and 2018 were $22.4 million
and $15.8 million, respectively, and $23.6 million for the nine months ended September 30, 2020, and we had an accumulated deficit
of $117.4 million as of September 30, 2020. Our operating expenses presently exceed our revenues from operations, and we have
been selling shares of our common stock to obtain the additional capital needed to finance our operating expenses and to provide
for the planned growth of our business activities. There is no assurance that we will be able to obtain any additional financing
that we may need, or that any such financing that may become available will be on terms that are favorable to us and our shareholders.
Ultimately, our ability to generate sufficient operating revenue to earn a profit depends upon our success in developing and marketing
or licensing our diagnostic tests and technology.
The
research and development work we are doing is costly, time consuming, and uncertain as to its results.
We
incurred research and development expenses amounting to approximately $6.8 million and $6.5 million during years ended December
31, 2019 and 2018, respectively, and $8.0 million during the nine months ended September 30, 2020. We have focused our research
and development efforts on DetermaIO™ acquired through our merger with Insight and a clinical trial of DetermaRx™.
We also plan to conduct research and development of additional or improved versions of our diagnostic tests, including the DetermaCMI™
test we will acquire from Chronix upon consummation of the merger. If we are successful in developing a new technology or diagnostic
test for additional types of cancer or for additional uses such as choosing cancer therapies, refinement of the new technology
or diagnostic test and definition of the practical applications and limitations of the technology or diagnostic test may take
years and require the expenditure of large sums of money. There is no assurance that we will be successful in completing the development
of our current diagnostic tests or in developing additional diagnostic tests regardless of the amount of our expenditures.
It
is likely that we will need to issue additional equity or debt securities in order to raise additional capital needed to pay our
operating expenses until such time as our revenues are sufficient to finance our operating expenses.
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We
plan to continue to incur substantial research and development expenses and sales and marketing costs as we develop and commercialize
our diagnostic tests. We will need to raise additional capital to pay operating expenses until such time, if ever, that we
are able to generate sufficient revenues from diagnostic test sales, royalties, and license fees to meet our operating expenses.
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Our
ability to raise additional equity or debt capital will depend not only on the successful completion of development of our
diagnostic tests and receiving reimbursement approval from Medicare and other third-party payers for those tests, but also
will depend on access to capital and conditions in the capital markets. Although have received a Medicare reimbursement and
pricing determination for DetermaRx,™ obtaining Medicare reimbursement approval for our other diagnostic tests could
take two to three years, and investors may be reluctant to provide us with additional capital until we obtain Medicare reimbursement
approval for those tests. There is no assurance that we will be able to raise capital at times and in amounts needed to finance
the development and commercialization of our diagnostic tests and general operations. Even if capital is available, it may
not be available on terms that we or our shareholders would consider favorable.
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Sales
or other issuances of additional equity securities by us could result in the dilution of the interests of our shareholders.
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We
have granted a security interest in substantially all of our assets to secure our obligations under a bank loan agreement.
We
have entered into a Loan and Security Agreement, as amended (the “Loan and Security Agreement”) with Silicon Valley
Bank for a loan that is secured by substantially all of our assets, other than our patents and trade secrets, as collateral for
the loan. If a default were to arise under the Loan and Security Agreement, the bank could foreclose on its security interest
and we could lose our collateral, which could force us to discontinue our operations.
If
we are deemed to be an investment company, we may have to institute burdensome compliance requirements and our activities may
be restricted.
An
entity that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
of investing, reinvesting, owning, trading, or holding certain types of securities would be deemed an investment company under
the Investment Company Act of 1940 (the “1940 Act”). Based on the securities we hold, including our equity ownership
in a privately held company, we may not meet requirements for an exemption under the 1940 Act. If we are deemed to be an investment
company under the 1940 Act, we would be subject to additional limitations on operating our business including limitations on the
issuance of securities, which may make it difficult for us to raise capital.
Risks
Related to Our Business
We
cannot assure that will generate sufficient revenues from marketing our diagnostic tests and performing laboratory services to
cover our operating expenses and the costs of developing and marketing new diagnostic tests.
We
are presently receiving revenues from performing our DetermaRx™ diagnostic test and from performing laboratory services
to companies in the pharmaceutical development business, but we still need to perform additional development work on DetermaIOTM
before it can be made available for commercial use clinically. Even if we complete development of DetermaIO™ and other
planned tests in our diagnostics pipeline, revenues from commercialization of those tests and from pharma services may not be
sufficient to meet our operating expenses. Without sufficient revenues, we will not be able to operate at a profit, and we will
not be able to cover our operating expenses without raising additional capital.
Sales
of our diagnostic tests could be adversely impacted by the reluctance of physicians to adopt the use of our tests and by the availability
of competing diagnostic tests.
Physicians
and hospitals may be reluctant to try a new diagnostic test due to the high degree of risk associated with the application of
new technologies and diagnostic test in the field of human medicine, especially if a new test differs from the current standard
of care for detecting cancer in patients or making cancer treatment decisions. Competing tests for the initial diagnosis, reoccurrence
diagnosis and optimal treatment of cancer are being manufactured and marketed by established companies and by other smaller biotechnology
companies. In order to compete with other diagnostic tests, particularly any that sell at lower prices, our tests will have to
provide medically significant advantages or be more cost effective. Even if we are able to overcome physician reluctance and compete
with diagnostic tests that are currently on the market, our competitors may succeed in developing new safer, more accurate or
more cost-effective diagnostic tests that could render our diagnostic tests and technologies obsolete or noncompetitive.
If
we fail to meet our obligations under license agreements, we may lose our rights to key technologies on which our business depends.
We
have rights to commercialize DetermaRx™ and rights to develop and commercialize other planned tests in our pipeline under
licenses or sublicenses from third parties. Those agreements impose certain obligations on us, such as payment obligations and
obligations to pursue development and commercialization of the particular diagnostic tests under the licensed patents and technology.
If the licensor believes that we have failed to meet our contractual obligations it could seek to limit or terminate our license
rights, which could lead to costly and time-consuming litigation and, potentially, a loss of the licensed rights. During the period
of any such litigation our ability to carry out the development and commercialization of the diagnostic test, and our ability
to raise any capital that we might then need, could be significantly and negatively affected. If our license rights were restricted
or ultimately lost, we would not be able to continue to use the licensed technology in our business.
The
consummation of the merger through which we plan to acquire Chronix is subject to the satisfaction of certain conditions that
if not satisfied could result in a termination of the Chronix Merger Agreement without our acquiring Chronix and the
CNI Monitor.
Under
the terms of the Chronix Merger Agreement, the planned merger with Chronix is subject to the satisfaction of certain
conditions, including approval by Chronix stockholders. If any of those conditions are not satisfied, the Merger Agreement could
be terminated without the merger occurring. If the merger is not consummated for any reason we would not acquire ownership
of the CNI Monitor.
Our
rights to receive and retain certain payments from Burning Rock Biotech Limited under our Sublicense Agreement with them are subject
to certain conditions.
We
have entered into an Exclusive Sublicense Agreement in the PRC Territory (the “Sublicense Agreement”) with Burning
Rock Biotech Limited (“Burning Rock”), Razor and Razor’s largest shareholder Encore Clinical Inc. pursuant to
which rights to DetermaRx™ in the Peoples Republic of China, including Hong Kong, Macau, and Taiwan will be sublicensed
to Burning Rock. Under the Sublicense Agreement we will be entitled to receive certain payments totaling $4 million subject to
the successful transfer and installation of the DetermaRx™ technology on Burning Rock’s platforms, and additional
payments if certain milestones are achieved. However, there is no assurance that the transfer and installation of the DetermaRx™
technology will be successfully completed within the time required by the Sublicense Agreement or that any of the additional payment
milestones will be achieved. Further, even if we do receive the $4 million payment, we will be obligated to refund to Burning
Rock all or a portion of that payment if certain subsequent events occur, including events that are not within our control. The
refund obligation will lapse in installments of $250,000 every three months after the completion date of the technology installation
required to launch the DetermaRx™ test, until the occurrence of an event trigger, the obligation to make a refund to Burning
Rock or until March 31, 2025 when the refund obligation will expire in full.
The
discontinuation of our DetermaDx™ program could impact our future revenues and prospects.
Based
on the results of our DetermaDx™ clinical validation study, we determined to discontinue the development of that test and
to focus our efforts on maximizing the opportunities for DetermaRx™ and DetermaIO™. As a result, we will now be relying
on a smaller group of diagnostic tests as sources of revenue, which could reduce our future revenue, make it more difficult for
us to finance our operations, and impair our prospects for profitability and growth. We are already commercializing DetermaRx™
for clinical use in treatment selection for early stage lung cancer management, but DetermaIO™ is currently available only
for biopharma diagnostic development and research use. We plan to continue DetermaIO™ development, initially for use as
a companion test in immunotherapy drug development to select patients for clinical trials, and subsequently as a full companion
diagnostic for clinical use to help physicians determine which patients are most likely to have a sustained response to immunotherapies.
However, there is no assurance that our development plans for DetermaIO™ or any of our other planned diagnostic tests will
be successful or that we will be generate sufficient revenues from commercialization of DetermaRx™ and other diagnostic
tests to finance our operations and earn a profit.
There
is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the
provision of our diagnostic tests.
After
encountering inconsistent results using diagnostic testing equipment and reagents from one manufacturer, we switched to diagnostic
testing equipment from a different manufacturer. The chemical reagents used with the diagnostic testing equipment are available
only from the equipment manufacturer. If issues were to arise with the new equipment or reagents we are using causing us to acquire
different diagnostic testing equipment again, we would need to conduct validation and analytic studies to determine whether our
previous test results can be reproduced using the new equipment. As a result, we could experience delays again in developing our
diagnostic tests. If similar issues were to arise after commercialization of a diagnostic test, we could experience a disruption
for a period of time in providing the diagnostic tests to patients and we would lose revenues and potentially market share as
a result.
If
we fail to enter into and maintain successful strategic alliances for diagnostic tests that we elect to co-develop, co-market,
or out-license, we may have to reduce or delay our diagnostic test development or increase our expenditures.
In
order to facilitate the development, manufacture and commercialization of our diagnostic tests we may enter into strategic alliances
with diagnostic, pharmaceutical, or medical device companies to advance our programs and enable us to maintain our financial and
operational capacity. We will face significant competition in seeking appropriate alliances. We may not be able to negotiate alliances
on acceptable terms, if at all. If we fail to create and maintain suitable alliances, we may have to limit the size or scope of,
or delay, one or more of our diagnostic test development or research programs, or we will have to increase our expenditures and
will need to obtain additional funding, which may be unavailable or available only on unfavorable terms.
If
we are able to enter into development and marketing arrangements with diagnostic, pharmaceutical or medical device companies for
our diagnostic tests, we may license development, manufacturing, and marketing rights to the pharmaceutical or medical device
company or to a joint venture company formed with the pharmaceutical or medical device company. Under such arrangements we might
receive only a royalty on sales of the diagnostic tests developed or an equity interest in a joint venture company that develops
the diagnostic test. As a result, our revenues from the sale of those diagnostic tests may be substantially less than the amount
of revenues and gross profits that we might receive if we were to develop, manufacture, and market the diagnostic tests ourselves.
We
may become dependent on possible future collaborations to develop and commercialize many of our diagnostic test candidates and
to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of
our business.
We
may enter into various kinds of collaborative research and development, manufacturing, and diagnostic test marketing agreements
to develop and commercialize our diagnostic tests. Any future milestone payments and cost reimbursements from collaboration agreements
could provide an important source of financing for our research and development programs, thereby facilitating the application
of our technology to the development and commercialization of our diagnostic tests, but there are risks associated with entering
into collaboration arrangements.
There
is a risk that we could become dependent upon one or more collaborative arrangements for diagnostic test development or manufacturing
or as a source of revenues from the sale of any diagnostic tests that may be developed by us alone or through one of the collaborative
arrangements. A collaborative arrangement upon which we might depend might be terminated by our collaboration partner or they
might determine not to actively pursue the development or commercialization of our diagnostic tests. A collaboration partner also
may not be precluded from independently pursuing competing diagnostic tests or technologies.
There
is a risk that a collaboration partner might fail to perform its obligations under the collaborative arrangements or may be slow
in performing its obligations. In addition, a collaboration partner may experience financial difficulties at any time that could
prevent it from having available funds to contribute to the collaboration. If a collaboration partner fails to conduct its diagnostic
test development, manufacturing, commercialization, regulatory compliance, sales and marketing or distribution activities successfully
and in a timely manner, or if it terminates or materially modifies its agreements with us, the development and commercialization
of one or more diagnostic test candidates could be delayed, curtailed or terminated because we may not have sufficient financial
resources or capabilities to continue diagnostic test development, manufacturing, and commercialization on our own.
If
our laboratory facilities become damaged or inoperable, or we are required to vacate any facility, our ability to provide services
and pursue our research and development and commercialization efforts may be jeopardized.
We
do not have any clinical laboratory facilities outside of our facilities in Brisbane, California, and Nashville, Tennessee. Our
planned primary clinical laboratory facility in Irvine, California is still under construction and is expected to be completed
in 2021. We also plan to acquire a laboratory in Germany through our planned merger with Chronix. Our facilities and equipment
could be harmed or rendered inoperable by natural or man-made disasters, including fire, flooding and power outages, which may
render it difficult or impossible for us to perform our tests or provide laboratory services for some period of time. The inability
to perform our tests or the backlog of tests that could develop if any of our facilities is inoperable for even a short period
of time may result in the loss of customers or harm to our reputation or relationships with key researchers, collaborators, and
customers, and we may be unable to regain those customers or repair our reputation in the future. Furthermore, our facilities
and the equipment we use to perform our research and development work could be costly and time-consuming to repair or replace.
Additionally,
a key component of our research and development process involves using biological samples and the resulting data sets and medical
histories, as the basis for our diagnostic test development. In some cases, these samples are difficult to obtain. If the parts
of our laboratory facilities where we store these biological samples are damaged or compromised, our ability to pursue our research
and development projects, commercialization of our diagnostic tests, as well as our reputation, could be jeopardized. We carry
insurance for damage to our property and the disruption of our business, but this insurance may not be sufficient to cover all
of our potential losses and may not continue to be available to us on acceptable terms, if at all.
Further,
if our laboratories become inoperable, we may not be able to license or transfer our proprietary technology to a third-party,
with established state licensure and CLIA or other certifications under the scope of which our diagnostic tests could be performed
following validation and other required procedures, to perform the tests. Even if we find a third-party with such qualifications
to perform our tests, such party may not be willing to perform the tests for us on commercially reasonable terms. Moreover, we
believe our tests are currently subject to enforcement discretion by the Federal Food and Drug Administration (“FDA”)
because we believe the tests currently qualify as LDTs. If, however, we are required to find a third-party laboratory to conduct
our testing services, we believe this would change our status and the FDA would consider such tests offered through a third-party
to then be a medical device subject to active FDA regulation and enforcement under its in vitro diagnostic authorities.
In that case, we may be required to obtain premarket clearance or approval prior to offering our tests, which would be time-consuming
and costly and could result in interruptions and delays in our ability to sell or offer our tests.
Failure
to adequately protect, or disputes relating to, trademarks, could harm our business.
We
cannot be certain that the legal steps we are taking are sufficient to protect our trademark rights or that, notwithstanding legal
protection, others will not infringe or misappropriate our intellectual property rights. In addition, we could come into conflict
with third parties over trademark rights, which could result in disruptive and expensive litigation. Challenges to our trademarks
could result in significant costs related to the prosecution or defense of the registrations of our trademarks or rebranding if
we need to abandon or modify a trademark.
Our
business could be adversely affected if we lose the services of the key personnel upon whom we depend.
We
presently rely on a small senior management team to direct our diagnostics program and our initial commercial activities. Accordingly,
the loss of the services of one or more of the members of that management team could have a material adverse effect on our business.
Our
business and operations could suffer in the event of system failures.
Despite
the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable
to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures.
Such events could cause interruption of our operations. For example, the loss of data for our diagnostic test candidates could
result in delays in our regulatory filings and development efforts and significantly increase our costs. To the extent that any
disruption or security breach was to result in a loss of or damage to our data, or inappropriate disclosure of confidential or
proprietary information, we could incur liability and the development of our diagnostic test candidates could be delayed.
Security
breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation
to suffer.
In
the ordinary course of business, we collect and store sensitive data, including intellectual property, our proprietary business
information and that of our business partners, and personally identifiable information of patients and employees. The secure processing,
maintenance, and transmission of this information is critical to our operations and business strategy. Despite our security measures,
our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance,
or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly
disclosed, lost, or stolen. Any such access, disclosure, theft, or other loss of information could result in legal claims or proceedings
or liability under laws that protect the privacy of personal information, and could disrupt our operations and damage our reputation.
Even if we do not incur an interruption of or our operations, fines, penalties, or financial liability to third parties from a
security breach, we could suffer a loss of confidence in our services, which could adversely affect our business and competitive
position.
Failure
of our internal control over financial reporting could harm our business and financial results.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
for external purposes in accordance with accounting principles generally accepted in the U.S. Internal control over financial
reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable
assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance
that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance
that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting
is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Our growth and entry into new diagnostic tests, technologies and markets will place significant additional pressure on our system
of internal control over financial reporting. Any failure to maintain an effective system of internal control over financial reporting
could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. Because we are an
emerging growth company and a smaller reporting issuer, we are exempt from the requirement of having our internal controls over
financial reporting audited by our independent registered public accountants, which means that material weaknesses or significant
deficiencies in our internal controls that might be detected by an audit may not be detected and remedied.
Risks
Related to the COVID-19 pandemic
The
ongoing COVID-19 global pandemic and the worldwide attempts to contain it could harm our business and our results of operations
and financial condition could be adversely impacted by such pandemic.
The
ongoing global outbreak of the coronavirus COVID-19, and the various attempts throughout the world to contain it, have created
significant volatility, uncertainty and disruption. The COVID-19 pandemic has had, and may continue to have, significant effects
on our operations, ability to generate revenues, and financing activities. In response to government directives and guidelines,
health care advisories and employee and other concerns, we have altered certain aspects of our operations. A number of our employees
have had to work remotely from home and those on site have had to follow our social distance guidelines, which could impact their
productivity. COVID-19 could also disrupt our operations due to absenteeism by infected or ill members of management or other
employees, or absenteeism by members of management and other employees who cannot effectively work remotely but who elect not
to come to work due to the illness affecting others in our office or laboratory facilities, or due to quarantines. COVID-19 illness
could also impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors,
and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings
for the management of our affairs.
The
pandemic is affecting our revenue-generating activities. During the COVID-19 pandemic, we have not been, and may not be, able
to maintain our preferred level of physician or customer outreach and marketing of our diagnostic testing and pharma services,
which could negatively impact our potential new customers’ interest in our tests and services. Because of COVID-19, travel,
visits, and in-person meetings related to our business have been severely curtailed or canceled and we have instead used on-line
or virtual meetings to meet with potential customers and others.
The
concern over available hospital, staffing, equipment, and other resources, and the risk of exposure to the virus, has led to early
stage lung cancer surgeries being delayed, and the continued deferral of lung cancer surgeries could result in delayed or reduced
use of DetermaRx™ in the near term. Even if COVID-19 related restrictions are relaxed and lung cancer surgeries are performed
at or close to pre-pandemic levels, any growth and anticipated adoption of our diagnostic tests may not occur due to reasons other
than COVID-19.
The
consequences of the COVID-19 pandemic have led to uncertainties related to our growth and our ability to forecast the demand for
our diagnostic testing and pharma services and resulting revenues, as we have not had time to establish a base of customers, revenues
or other relevant trends. We have had no commercial revenues until the first quarter of 2020 when we launched of our first commercial
diagnostic test, DetermaRx™, and acquired the pharma services business of Insight. We had expected that initial DetermaRx™
revenues would be constrained by the lack of Medicare coverage. Medicare reimbursement approval for DetermaRx™ did not become
effective until mid-June by which time deferrals in lung cancer surgeries due to COVID-19 may have reduced demand for DetermaRx™,
but because of the lack of historical DetermaRx™ revenues, with or without Medicare reimbursement, we are unable to determine
the extent to which the deferral of those surgeries impacted our DetermaRx™ revenues. The lack of in-person interaction
with healthcare providers for our promotion of the use of DetermaRx™ has also placed a constraint on our ability to market
that test, but we cannot determine the extent to which that has impacted our revenues due to the absence of historical revenues.
Similarly, our pharma services revenues commenced with our acquisition of Insight during the first quarter of 2020 and because
we do not have a prior history of pharma services revenues we cannot assess how COVID-19 may have impacted those revenues.
Although
we have not yet experienced COVID-19 related supply chain disruptions impacting our testing capacity, if the vendors of equipment
and reagents used in our diagnostic laboratories experience supply, operational, or financial disruptions due to the COVID-19
pandemic, we could experience supply constraints in the future that could cause increased costs or delays in performing DetermaRx™
tests and pharma services and in continuing the development of new diagnostic tests, including DetermaIO™.
Additionally,
the actual or anticipated economic consequences of the COVID-19 pandemic may adversely impact financial markets, resulting in
high share price volatility, reduced market liquidity, and substantial declines in the market prices of the securities of some
publicly traded companies. Volatile or declining markets for equities could adversely affect our ability to raise capital when
needed through the sale of shares of common stock or other securities. Accordingly, we cannot assure that adequate financing will
be available on favorable terms, if at all. If we are not able to raise the capital we need, we could be forced to modify, curtail,
delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in significant
dilution of the interests of our shareholders.
It
is possible that impacts of COVID-19 on our operations or revenues or our access to capital could prevent us from complying, or
could result in a material noncompliance, with one or more obligations or covenants under material agreements to which we are
a party, with the result that we would be in material breach of the applicable obligation, covenant, or agreement. Any such material
breach could cause us to incur material financial liabilities or an acceleration of the date for paying a financial obligation
to the other party to the applicable agreement, or could cause us to lose material contractual rights, such as rights to use leased
equipment or laboratory or office space, or rights to use licensed patents or other intellectual property the use of which is
material to our business. Similarly, it is possible that impacts of COVID-19 on the business, operations, or financial condition
of any third party with whom we have a contractual relationship could cause the third party to be unable to perform its contractual
obligations to us, resulting in our loss of the benefits of a contract that could be material to our business.
The
full extent to which the COVID-19 pandemic and the various responses might impact our business, operations and financial results
will depend on numerous evolving factors that we will not be able to accurately predict, including: the duration and scope of
the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the
pandemic; the availability and cost to access COVID-19 tests, vaccines and therapies; the effect on our potential customers and
their demand for our diagnostic testing and pharma services; and the effect on our suppliers and their ability to provide the
necessary equipment and materials to support our tests and services. In addition to the direct impacts to our business operations,
the global economy is likely to continue to be significantly weakened as a result of actions taken in response to the COVID-19
pandemic and to the extent that such a weakened global economy impacts customers’ ability or willingness to purchase and
pay for our tests, our business and results of operation could be negatively impacted. Due to the uncertain scope and duration
of the COVID-19 pandemic and uncertain timing of any recovery or normalization, we are currently unable to estimate the resulting
impacts on our operations and financial results. We will continue to actively monitor the issues raised by the COVID-19 pandemic
and may take further actions that alter our operations, as may be required by federal, state, local or foreign authorities, or
that we determine are in the best interests of our employees, any customers and stockholders. It is not clear what the potential
effects any such alterations or modifications may have on our business, including the effects on our financial results.
USE
OF PROCEEDS
We
expect to receive net proceed proceeds from this offering of approximately $32.5 million, after deducting underwriting
discounts and commissions and the other expenses of this offering payable by us. We currently intend to use the net proceeds
primarily to promote commercialization of DetermaRx,™ including sales and marketing efforts and by conducting clinical
studies to support clinical adoption of the test; to complete development of DetermaIO™; for development of other
future tests in our pipeline, including DetermaTx™ DetermaMx™, and any other tests that we may acquire including
the CNI Monitor test after we complete the Chronix merger.
We
expect to use net proceeds to acquire Chronix, including the payment of $2.675 million upon closing of the merger and payment
of other obligations of Chronix after the merger is consummated, and we may also use net proceeds to make certain future
milestone payments to former Chronix shareholders that may become payable as additional merger consideration under the Chronix
Merger Agreement. We will use net proceeds to pay all or a portion of the $10 million cash portion of the purchase price the shares
of Razor common stock, and may also use net proceeds to pay all or a portion of the $6 million of additional merger consideration
that may become payable to former shareholders of Insight if the applicable milestones requiring such payments are met.
As
part of our strategic business plan, we regularly research and evaluate the acquisition of businesses or technologies that we
believe are complementary to our own diagnostic test development and commercialization efforts. Consequently, we may use net proceeds
invest in or acquire other businesses or assets, including also licensing rights to use technologies. Our strategic initiatives
are currently focused on, and we are actively evaluating, businesses or technologies that we believe will allow us to acquire
additional cancer tests for development. However, we have no binding agreements with respect to any such acquisitions in place
as of the date of this prospectus supplement other than our previously disclosed agreements to acquire Razor common stock, and
our merger agreements with Chronix and Insight.
Net
proceeds not used for the foregoing purposes may be used for general corporate and working capital purposes. We may contribute
net proceeds to one or more of our subsidiaries for purposes described above or to otherwise finance their operations.
We
have broad discretion in determining how the proceeds of this offering will be used, and our discretion is not limited by the
aforementioned possible uses. You will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
Our board of directors believes the flexibility in application of the net proceeds is prudent.
The
actual amounts and timing of our expenditures are within management’s discretion and may vary significantly depending on
numerous factors such as the progress of our development and commercialization efforts, the results of our clinical studies, and
any unforeseen cash needs.
Pending
application of the net proceeds as described above, we may temporarily invest any net proceeds in a variety of capital preservation
instruments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future,
but intend to retain our capital resources for reinvestment in our business. Under an existing credit agreement with Silicon Valley
Bank, we have agreed not to pay dividends or to make any distributions or to redeem to repurchase any capital stock without Silicon
Valley Bank’s prior written consent. Any future determination to pay cash dividends will be at the discretion of our board
of directors and will be dependent upon the repayment of the loans from Silicon Valley Bank, our financial condition, results
of operations, capital requirements and other factors as our board of directors deems relevant.
DILUTION
If
you invest in our common stock in this offering, your interest will be immediately diluted to the extent of the difference between
the offering price per share you will pay in this offering and the as adjusted net tangible book value per share of our common
stock immediately after this offering.
Our
net tangible book value as of September 30, 2020 was approximately $10.4 million, or $0.15 per share. Our net tangible book value
is the amount of our total tangible assets less our total liabilities. Net tangible book value per share represents net tangible
book value divided by the total number of shares of our common stock outstanding as of September 30, 2020.
After
giving effect to the issuance and sale of 7,780,000 shares of common stock in this offering at the public offering price
of $4.50 per share, after deducting the estimated offering expenses payable by us, the as adjusted net tangible book value
as of September 30, 2020 would have been approximately $42.9 million, or $0.57 per share. This represents an immediate
increase in net tangible book value of approximately $0.42 per share to our existing shareholders and an immediate dilution
in as-adjusted net tangible book value of approximately $3.93 per share to purchasers of our securities in this offering.
We determine dilution per share to investors participating in this offering by subtracting as adjusted net tangible book value
per share after this offering from the assumed public offering price per share paid by investors participating in this offering.
The
following table illustrates this dilution:
Public
offering price per share
|
|
|
|
|
|
$
|
4.50
|
|
Net
tangible book value per share as of September 30, 2020
|
|
$
|
0.15
|
|
|
|
|
|
Increase
in net tangible book value per share attributable to this offering
|
|
$
|
0.42
|
|
|
|
|
|
As
adjusted net tangible book value per share as at September 30, 2020, after giving effect to this offering
|
|
|
|
|
|
$
|
0.57
|
|
Dilution
per share to new investors participating in this offering
|
|
|
|
|
|
$
|
3.93
|
|
The
above discussion and table are based on 67,250,639 shares of our common stock outstanding as of September 30, 2020, and excludes:
|
●
|
3,383,913
shares of our common stock issuable upon exercise of warrants outstanding as of September 30, 2020, with exercise prices ranging
from $1.69 to $5.50 per share;
|
|
|
|
|
●
|
2,424,000
shares of our common stock issuable upon exercise of options outstanding under our 2010 Stock Option Plan as of September
30, 2020, with a weighted-average exercise price of $3.20 per share;
|
|
|
|
|
●
|
6,987,000
shares of our common stock issuable upon exercise of options outstanding under our 2018 Equity Incentive Plan as of September
30, 2020, with a weighted-average exercise price of $2.64 per share;
|
|
|
|
|
●
|
201,000
restricted stock units issued to our executive officers under our 2018 Equity Incentive Plan; and
|
|
|
|
|
●
|
3,571,000
shares of our common stock available for future grants under our 2018 Equity Incentive Plan as of September 30, 2020;
|
|
|
|
|
●
|
3,315,000
shares of common stock sold and issued “at the market” under our Equity Distribution Agreement with Piper Sandler
& Co. at various dates from December 2020 through January 13, 2021;
|
|
|
|
|
●
|
712,846
shares of common stock issued upon exercises of options under our equity plans completed in December 2020;
|
|
|
|
|
●
|
81,915
shares of common stock issued to certain executive officers and non-employee directors in December 2020 as payment for a portion
of their deferred salaries, bonus and director fees in lieu of cash; and
|
|
|
|
|
●
|
7,301,410
shares of common stock issued in a registered direct offering
during January 2021.
|
To
the extent that any outstanding options or warrants are exercised, new options, restricted stock or restricted stock units are
issued under our equity incentive plan, shares of common stock are sold under our employee stock purchase plan or we otherwise
issue additional shares of common stock or other equity or convertible debt securities in the future, you will experience further
dilution.
DESCRIPTION
OF OUR COMMON STOCK
The
material terms and provisions of our common stock are described in the section titled “Description of Common Stock and Preferred
Stock – Common Stock” in the accompanying prospectus.
Securities
Exchange Listing
Our
common stock is listed on the NYSE American under the symbol “OCX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
UNDERWRITING
Subject
to the terms and conditions set forth in the underwriting agreement among us and Piper Sandler & Co. as the representative
of the underwriters names below and the sole book-running manager of this offering, we have agreed to sell to the underwriters,
and each of the underwriters has agreed, severally and not jointly, to purchase from us, at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this prospectus supplement, the number of shares of common
stock listed opposite its name below.
Underwriter
|
|
Number
of Shares
|
|
Piper Sandler & Co.
|
|
|
3,890,000
|
|
BTIG, LLC
|
|
|
2,334,000
|
|
Needham & Company, LLC
|
|
|
1,556,000
|
|
|
|
|
|
|
Total
|
|
|
7,780,000
|
|
The
underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such
as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by
their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of common stock if any
of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting
underwriters may be increased or the underwriting agreement may be terminated.
The
underwriters are offering the shares of common stock subject to their acceptance of the shares of common stock from us and subject
to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they
exercise discretionary authority.
Option
to Purchase Additional Shares
We
have granted the underwriters an option to purchase up to 1,167,000 additional shares of common stock from us. The underwriters
have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased
with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as
shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares
on the same terms as those on which the shares are being offered.
Discounts,
Commissions and Expenses
The
underwriters have advised us that they propose to offer the shares of common stock to the public at the public offering price
set forth on the cover of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession
not in excess of $0.27 per share of common stock. After the offering, if all of the shares of common stock are not sold
at the public offering price, the public offering price and concession may be reduced by the representative. No such reduction
will change the amount of proceeds to be received by us as set forth on the cover of this prospectus.
The
underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us
per share of common stock. The following table shows the per share and total underwriting discounts and commissions to be paid
to the underwriters in connection with this offering, assuming both no exercise and full exercise of the underwriters’ option
to purchase additional shares:
|
|
Per
Share
|
|
|
Total
Without
Option Exercise
|
|
|
Total
With Full
Option Exercise
|
|
Public offering
price
|
|
$
|
4.50
|
|
|
$
|
35,010,000
|
|
|
$
|
40,261,500
|
|
Underwriting
discounts and commissions
|
|
$
|
0.27
|
|
|
$
|
2,100,600
|
|
|
|
2,415,690
|
|
Proceeds,
before expenses, to us
|
|
$
|
4.23
|
|
|
$
|
32,909,400
|
|
|
$
|
37,845,810
|
|
We
estimate that the total fees and expenses payable by us in connection with this offering, excluding underwriting discounts and
commissions referred to above, will be approximately $375,000. We have agreed to reimburse the underwriters for their
out-of-pocket expenses in connection with the offering in an amount not to exceed $150,000.
Indemnification
of Underwriters
We
have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments that the underwriters may be required to make in respect of those liabilities.
Listing
Our
common stock is listed on NYSE American LLC under the symbol “OCX.”
No
Sales of Similar Securities
We
have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for or that represent the right to receive Common Stock, (ii) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause
(i) above or this clause (ii) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii)
publicly announce any intention to do any of the foregoing, in each case without the prior written consent of Piper Sandler &
Co., for a period of 90 days after the date of this prospectus, other than, subject to certain conditions and limitations, (1)
the shares of our common stock to be sold in this offering and (2) the issuance of shares of common stock and the granting of
stock options, restricted stock units or other equity awards pursuant to employee stock option plans or other equity compensation
plans existing on the date of this prospectus and described in Oncocyte’s filings under the Exchange Act, (3) to holders
of securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of
this offering, provided that the securities have not been amended since the date of this offering to increase the number of the
securities or to decrease the exercise price, exchange price or conversion price of the securities or to extend the term of the
securities, (4) to third-parties receiving securities issued pursuant to acquisitions or strategic transactions approved by a
majority of the disinterested directors of Oncocyte, provided that such securities are issued as “restricted securities”
as defined in Rule 144 and carry no registration rights that require or permit the filing of any registration statement in connection
therewith within 90 days following the date of this offering, and provided that any such issuance shall only be to a party or
to the equity holders of a party which is, itself or through its subsidiaries, an operating company or an owner of an asset in
a business synergistic with the business of Oncocyte and shall provide to Oncocyte additional benefits in addition to the investment
of funds, but shall not include a transaction in which Oncocyte is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities and (5) shares of common stock issued to certain third parties
and held in escrow by the transfer agent, which shares will be released by the transfer agent, provided that the terms of the
escrow have not been amended since the date of this offering.
Our
directors and executive officers have
agreed, subject to certain exceptions, that, without the prior written consent of Piper Sandler & Co. on behalf of the underwriters,
they will not, during the period ending 90 days after the date of this prospectus:
|
●
|
offer,
pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose
of, directly or indirectly, any shares of common stock or any securities convertible into, exercisable or exchangeable for
or that represent the right to receive common stock whether now owned or hereafter acquired;
|
|
|
|
|
●
|
enter
into any hedge, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership
of the common stock or any such other securities;
|
|
|
|
|
●
|
make
any demand for or exercise any right with respect to the registration of any common stock or any security convertible into
or exercisable or exchangeable for common stock; or
|
|
|
|
|
●
|
publicly
disclose the intention to do any of the foregoing.
|
The
restrictions described in the immediately preceding paragraph contained in the lock-up agreements with our directors and executive
officers do not apply, subject to certain conditions and limitations, to certain transactions, including transfers or dispositions
of such securities:
|
●
|
as
a bona fide gift or gifts;
|
|
|
|
|
●
|
to
any trust for the direct or indirect benefit of the holder or the immediate family of the holder;
|
|
●
|
to
another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate
of the holder;
|
|
|
|
|
●
|
as
part of a distribution to limited or general partners, limited liability company members, stockholders or other equityholders
of the holder;
|
|
|
|
|
●
|
if
the holder is a trust, to the beneficiary of such trust;
|
|
|
|
|
●
|
by
testate succession or intestate succession;
|
Piper
Sandler & Co. in its sole discretion, may release the common stock and other securities subject to the lock-up agreements
described above in whole or in part at any time.
Price
Stabilization, Short Positions and Penalty Bids
The
underwriters have advised us that, pursuant to Regulation M under the Exchange Act, the underwriters participating in the offering
may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty
bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of
the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may
involve either “covered” short sales or “naked” short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common
stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase
additional shares of our common stock from us or purchasing shares of our common stock in the open market. In determining the
source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares
available for purchase in the open market as compared to the price at which they may purchase shares from us through the option
to purchase additional shares.
“Naked”
short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing
that could adversely affect investors who purchase in this offering.
A
stabilizing bid is a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or
maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common
stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar
to other purchase transactions, the underwriter’s purchases to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock.
As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty
bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in
connection with the offering if the shares of common stock originally sold by such syndicate member are purchased in a syndicate
covering transaction and therefore have not been effectively placed by such syndicate member.
Neither
we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and,
if commenced, any of the activities may be discontinued at any time.
The
underwriters may also engage in passive market making transactions in our common stock on NYSE American in accordance with Rule
103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering
and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of
the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s
bid, that bid must then be lowered when specified purchase limits are exceeded. If passive market making is commenced, it may
be discontinued at any time.
Electronic
Distribution
A
prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by one
or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may
be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares of common stock
for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on
the same basis as other allocations. Other than the prospectus in electronic format, the information on each underwriter’s
or its affiliates’ websites and any information contained in any other website maintained by any of the underwriters or
an affiliate is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be
relied upon by investors.
Other
Activities and Relationships
The
underwriters and certain of their respective affiliates are full service financial institutions engaged in various activities,
which may include securities trading, commercial and investment banking, financial advisory, investment management, investment
research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and certain of their
respective affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking
and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.
In addition, from time to time, certain of the underwriters and their respective affiliates may effect transactions for their
own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt
or equity securities or loans, and may do so in the future.
Selling
Restrictions
General
Other
than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities
offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus
may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in
connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this
prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution
of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered
by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
European
Economic Area
In
relation to each member State of the European Economic Area (each, a “Relevant State”), no shares have been offered
or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation
to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another
Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation,
except that offers of shares may be made to the public in that Relevant State at any time:
|
(a)
|
to
any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
|
|
|
|
|
(b)
|
to
fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation),
subject to obtaining the prior consent of the underwriters; or
|
|
|
|
|
(c)
|
in
any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
provided
that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires
any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters
and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case
of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial
intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not
been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant
State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained
to each such proposed offer or resale.
For
the purposes of this provision, the expression an “offer to the public” in relation to shares in any Relevant State
means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be
offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
United
Kingdom
No
shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication
of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that the shares may
be offered to the public in the United Kingdom at any time:
|
(a)
|
to
any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
|
|
|
|
|
(b)
|
to
fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation),
subject to obtaining the prior consent of the representatives for any such offer; or
|
|
|
|
|
(c)
|
in
any other circumstances falling within Section 86 of the FSMA;
|
provided
that no such offer of the shares shall require us or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA
or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression
an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by
any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide
to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Any
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the
issue or sale of the shares may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the
FSMA does not apply to us.
All
applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the shares of
our common stock in, from or otherwise involving the United Kingdom.
Canada
The
shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,
as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale
of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply
with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Germany
Each
person who is in possession of this prospectus is aware of the fact that no German securities prospectus (wertpapierprospekt)
within the meaning of the German Securities Prospectus Act (Wertpapier-prospektgesetz, or the Act) of the Federal Republic of
Germany has been or will be published with respect to the shares of our common stock. In particular, each underwriter has represented
that it has not engaged and has agreed that it will not engage in a public offering in the Federal Republic of Germany within
the meaning of the Act with respect to any of the shares of our common stock otherwise than in accordance with the Act and all
other applicable legal and regulatory requirements
Hong
Kong
The
shares of common stock have not been and will not be offered or sold in Hong Kong by means of any document other than (i) in circumstances
which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in
the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32, Laws of Hong Kong); and no advertisement, invitation or document relating to the shares have been or will be issued
or have been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to the shares of common stock which are or are intended
to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Israel
In
the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of common stock under the
Israeli Securities Law, 5728 – 1968, which requires a prospectus to be published and authorized by the Israel Securities
Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728–1968, including, inter
alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed
Investors”); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum
of the Israeli Securities Law, 5728 – 1968, subject to certain conditions (the “Qualified Investors”). The Qualified
Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in
addition to the 35 Addressed Investors. The company has not and will not take any action that would require it to publish a prospectus
in accordance with and subject to the Israeli Securities Law, 5728 – 1968. We have not and will not distribute this prospectus
or make, distribute or direct an offer to subscribe for our common stock to any person within the State of Israel, other than
to Qualified Investors and up to 35 Addressed Investors.
Qualified
Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities
Law, 5728 – 1968. In particular, we may request, as a condition to be offered common stock, that Qualified Investors will
each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one
of the categories listed in the First Addendum to the Israeli Securities Law, 5728 – 1968; (ii) which of the categories
listed in the First Addendum to the Israeli Securities Law, 5728 – 1968 regarding Qualified Investors is applicable to it;
(iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 – 1968 and the regulations promulgated
thereunder in connection with the offer to be issued common stock; (iv) that the shares of common stock that it will be issued
are, subject to exemptions available under the Israeli Securities Law, 5728 – 1968: (a) for its own account; (b) for investment
purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions
of the Israeli Securities Law, 5728 – 1968; and (v) that it is willing to provide further evidence of its Qualified Investor
status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a
declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification
number.
Singapore
Each
underwriter has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each underwriter has represented and agreed that it has not offered or sold any shares or caused the shares to be
made the subject of an invitation for subscription or purchase and will not offer or sell any shares or cause the shares to be
made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or
distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription
or purchase, of the shares, whether directly or indirectly, to any person in Singapore other than:
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(a)
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to
an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA;
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(b)
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to
a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or to any person pursuant
to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the
SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or
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(c)
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otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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Where
the shares are subscribed for or acquired under Section 275 of the SFA by a relevant person which is:
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(a)
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a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or
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(b)
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a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor,
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securities
or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’
rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that
trust has subscribed for or acquired the shares pursuant to an offer made under Section 275 of the SFA except:
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(i)
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to
an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) of
the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);
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(ii)
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where
no consideration is or will be given for the transfer;
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(iii)
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where
the transfer is by operation of law;
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(iv)
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as
specified in Section 276(7) of the SFA; or
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(v)
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as
specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives
Contracts) Regulations 2018.
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Singapore
SFA Product Classification — In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 (“CMP Regulations 2018”), unless otherwise specified before an offer of shares, we have
determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the shares are “prescribed
capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined
in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
Switzerland
The
shares of common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”)
or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to
the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange
or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the
shares of common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither
this document nor any other offering or marketing material relating to the offering, or the shares of common stock have been or
will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the
offer of the shares of common stock will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the
offer of the shares of common stock has not been and will not be authorized under the Swiss Federal Act on Collective Investment
Schemes (“CISA”). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing
ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and
notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective
investment schemes under CISA does not extend to acquirers of the shares of common stock.
United
Arab Emirates
This
offering has not been approved or licensed by the Central Bank of the United Arab Emirates (the “UAE”), Securities
and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority
incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in
particular the Dubai Financial Services Authority (“DFSA”), a regulatory authority of the Dubai International Financial
Centre (“DIFC”). The offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free
zone in accordance with the Commercial Companies Law, Federal Law No 8 of 1984 (as amended), DFSA Offered Securities Rules and
NASDAQ Dubai Listing Rules, accordingly, or otherwise. The shares of common stock may not be offered to the public in the UAE
and/or any of the free zones.
The
shares of common stock may be offered and issued only to a limited number of investors in the UAE or any of its free zones who
qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned.
France
This
prospectus (including any amendment, supplement or replacement thereto) is not being distributed in the context of a public offering
in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier).
This
prospectus has not been and will not be submitted to the French Autorité des marchés financiers (the “AMF”)
for approval in France and accordingly may not and will not be distributed to the public in France.
Pursuant
to Article 211-3 of the AMF General Regulation, French residents are hereby informed that:
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1.
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the
transaction does not require a prospectus to be submitted for approval to the AMF;
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2.
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persons
or entities referred to in Point 2°, Section II of Article L.411-2 of the Monetary and Financial Code may take part in
the transaction solely for their own account, as provided in Articles D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1
of the Monetary and Financial Code; and
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3.
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the
financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance
with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
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This
prospectus is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this prospectus.
This prospectus has been distributed on the understanding that such recipients will only participate in the issue or sale of our
common stock for their own account and undertake not to transfer, directly or indirectly, our common stock to the public in France,
other than in compliance with all applicable laws and regulations and in particular with Articles L. 411-1 and L. 411-2 of the
French Monetary and Financial Code.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby will be passed upon for us by Ellenoff Grossman & Schole LLP, New York,
New York. DLA Piper LLP (US), New York, New York will pass upon certain matters for the underwriters.
EXPERTS
The
balance sheets of OncoCyte Corporation as of December 31, 2019 and 2018, and the related statements of operations, comprehensive
loss, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2019, have been incorporated
by reference into this prospectus and the registration statement in reliance on the report of OUM & Co. LLP, an independent
registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement does not contain all
of the information set forth in the registration statement and the exhibits to the registration statement. For further information
with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement
and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer
has authorized any person to provide you with different information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus
supplement or any sale of the securities offered by this prospectus supplement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
website that contains reports, proxy and information statements and other information regarding issuers, including us, that file
electronically with the SEC. The address for the SEC’s website is http://www.sec.gov.
Our
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and
shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
We
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments
to those reports and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated
by reference because it is an important part of this prospectus supplement. We incorporate by reference the following information
or documents that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed”
pursuant to the General Instructions of Form 8-K):
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 26, 2020, as amended on
April 28, 2020;
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●
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Our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020, and September 30, 2020 filed with
the SEC on May 12, 2020, July 29, 2020, and November 12, 2020, respectively;
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●
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Our
Current Reports on Form 8-K and 8-K/A, filed with the SEC on January 6, 2020; January 10, 2020; February 5, 2020; February
14, 2020; March 6, 2020; March 17, 2020; March 20, 2020; March 25, 2020; April 28, 2020; April 29, 2020; May 12, 2020; June
17, 2020; June 19, 2020; July 1, 2020; August 27, 2020, September 28, 2020, December 16, 2020, January 21, 2021; February
2, 2021, February 3, 2021, February 4, 2021, and February 5, 2021
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●
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The
description of our common stock included in Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December
31, 2019, as filed with the SEC on March 26, 2020; including any amendment or report (or exhibit to any such amendment or
report) filed for the purpose of updating that description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering (excluding those portions of such reports and documents furnished to, rather than filed with, the
SEC) will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement
from the date of the filing of such reports and documents.
Any
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any additional prospectus
supplements modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon
written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus supplement, but
not delivered with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated
by reference into the documents that this prospectus supplement incorporates. You should direct any requests to:
OncoCyte
Corporation
15
Cushing
Irvine,
California 92618
(949)
409-7600
PROSPECTUS
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
25,539,309
Shares
Common
Stock
Offered
by the Selling Shareholders
We
may, from time to time in one or more offerings, offer and sell up to $100.0 million in the aggregate of common stock, preferred
stock, warrants, units or any combination of the foregoing, either individually or as a combination of one or more of these securities.
This prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities
offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may add, update or
change information contained in this prospectus. We may sell these securities directly to investors, through agents designated
from time to time or to or through underwriters or dealers. See the section of this prospectus entitled “Plan of Distribution
for the Company” for additional information. If any underwriters are involved in the sale of any securities with respect
to which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be
set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from
such sale will also be set forth in a prospectus supplement.
This
prospectus also covers the offer and resale by the selling shareholders identified in the section of this prospectus entitled
“Selling Shareholders,” or the Selling Shareholders, of up to an aggregate of 25,539,309 shares of our common
stock, or the Resale Shares, consisting of (i) 22,775,656 shares of our common stock held by the Selling Shareholders, and (ii)
2,763,653 shares of our common stock issuable upon the exercise of outstanding warrants held by the Selling Shareholders, or the
Warrants. We will not receive any of the proceeds from the sale of the Resale Shares being offered by the Selling Shareholders,
although we may receive proceeds from cash exercises of the Warrants. The Selling Shareholders are responsible for all discounts,
selling commissions and other costs related to their offer and sale of the Resale Shares. If required, the number of Resale Shares
to be sold, the public offering price of those Resale Shares, the names of any broker-dealers and any applicable commission or
discount will be included in a supplement to this prospectus. The Selling Shareholders and any participating broker-dealers may
be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act,
in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the
resale of the Resale Shares purchased by them may be deemed to be underwriting compensation under the Securities Act.
Please
read carefully this prospectus, all applicable prospectus supplements, any related free writing prospectuses, and the documents
incorporated by reference herein and therein before you invest in any of our securities. This prospectus may not be used to
offer or sell any securities unless accompanied by the applicable prospectus supplement.
Our
common stock is traded on the NYSE American LLC, or the NYSE American, under the symbol “OCX”. On May 30, 2019, the
last reported sales price of our common stock on the NYSE American was $4.07 per share.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS
Act, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our
filings with the Securities and Exchange Commission.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus,
and under similar headings in the documents incorporated by reference into this prospectus or any applicable prospectus supplement
or any related free writing prospectus for a discussion of the factors we urge you to consider carefully before deciding to purchase
our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 18, 2019
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
under the Securities Act, using a “shelf” registration process. Under this process, we may, from time to time, offer
and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $100.0 million of any
of the securities described in this prospectus. In addition, the Selling Shareholders may, from time to time, sell up to an aggregate
of 25,539,309 shares of our common stock consisting of (i) 22,775,656 shares of our common stock held by the Selling Shareholders,
and (ii) 2,763,653 shares of our common stock issuable upon exercise of the Warrants held by the Selling Shareholders, in one
or more transactions as described in this prospectus.
This
prospectus provides a general description of the securities we or the Selling Shareholders may offer. Each time we or the Selling
Shareholders offer and sell securities under this prospectus, we or the selling shareholders will provide a prospectus supplement
that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to a particular offering. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus or in any documents that
we have incorporated by reference into this prospectus with respect to that offering. To the extent there is a conflict between
any statement contained in this prospectus, any applicable prospectus supplement, any related free writing prospectus or any document
incorporated by reference into this prospectus, the statement in the document having the later date modifies or supersedes the
earlier statement.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
only as of the date on the front of the document, and any information we have incorporated by reference is accurate only as of
the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus
supplement or any related free writing prospectus, or the time of any sale of a security. Our business, financial condition, results
of operations and prospects may have changed since those dates.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus
supplement, or the information contained in any free writing prospectus we have authorized for use in connection with a specific
offering. Neither we nor the Selling Shareholders have authorized anyone to provide you with different or additional information.
This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by
this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would
be unlawful.
As
permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information
not contained in this prospectus. This prospectus also contains summaries of certain provisions of the documents described herein,
but all summaries are qualified in their entirety by reference to the actual documents. You may read the registration statement
and the other reports we file with the SEC, and you may obtain copies of the actual documents summarized herein (if and when filed
with the SEC), at the SEC’s website. See “Where You Can Find More Information.”
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document incorporated
by reference into this prospectus were made solely for the benefit of the parties to such agreement, including for the purpose
of allocating risks among such parties, and should not be deemed to be a representation, warranty or covenant to you. Moreover,
such representations, warranties or covenants do not purport to be accurate as of any date other than when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain
all the information you should consider before investing in our securities pursuant to this prospectus. Before making an investment
decision, please carefully read this entire prospectus and the documents incorporated by reference into this prospectus, including
the “Risk Factors” section of this prospectus and our financial statements and the related notes incorporated by reference
into this prospectus. In this prospectus, unless the context otherwise requires, the terms “OncoCyte,” “we,”
“us” or “our” refer to OncoCyte Corporation.
Overview
Our
mission is to develop highly accurate, easy to administer, non-invasive molecular diagnostic tests to improve the standard of
care for cancer diagnosis by better meeting the needs of patients, physicians and payers. Our current focus is developing DetermaVu™,
a non-invasive molecular lung cancer confirmatory diagnostic that can be administered to patients as a blood test. DetermaVu™
utilizes proprietary sets of gene expression markers to help confirm whether suspicious lung nodules detected through Low Dose
Computed Tomography, or LDCT, scans, x-rays or other imaging are likely to be benign or malignant.
Molecular
diagnostics such as DetermaVu™ are assays that identify a disease by studying molecules such as proteins, deoxyribonucleic
acid, or DNA, and ribonucleic acid, or RNA, in a tissue or fluid. DetermaVu™ is based on our proprietary Immune System Interrogation
approach that examines the body’s immune system response to a specific disease by measuring differential RNA expression
in patients with the disease versus patients without the disease. In the future, we may study whether our technology and Immune
System Interrogation approach could have applications in other types of cancer or other diseases.
In
January 2019 we completed an R&D Validation study of DetermaVu™ that demonstrated the accuracy of the DetermaVu™
assay in detecting lung cancer. The R&D Validation study demonstrated a sensitivity of 90% (95% CI 82%-95%) and specificity
of 75% (95% CI 68%-81%) of DetermaVu™ on a prospectively collected cohort of 250 patient blood samples that were blinded
to laboratory operators. Sensitivity is the percentage of malignant nodules that are correctly identified and specificity is the
percentage of benign nodules correctly identified with correct identification in our study confirmed by biopsy results or serial
imaging. A 95% confidence interval or “CI” suggests that there is a 95% chance that final test performance will be
within the stated range. Notably, we obtained these results without including any clinical factors such as nodule size in our
proprietary DetermaVu™ algorithm.
In
April 2019, we successfully completed an Analytic Validation study and commenced a CLIA Validation study. The Analytic Validation
Study involved a series of studies, as specified in guidelines for labs under the Clinical Laboratory Improvement Amendments of
1988, or CLIA, designed to establish the performance characteristics of the ThermoFisher Next Generation Sequencing System used
for DetermaVu™. The CLIA Validation study currently underway involves assaying approximately 120 samples previously tested
in our R&D Validation study in our CLIA validated lab using the assay system now analytically validated, with the goal of
demonstrating that the assay system as being run in our CLIA lab provides the same results as those observed in our R&D
Validation study.
We
have prioritized our efforts on DetermaVu™ and lung cancer because we believe that the early detection of lung cancer is
one of the greatest unmet needs in diagnostics. Our scientific approach is to measure the immune system’s response to disease
and as such we believe that it may prove promising in other cancers and other disease areas.
Corporate
Information
We
were incorporated in September 2009 in the state of California. Our principal executive offices are located at 1010 Atlantic Avenue,
Suite 102, Alameda, California 94501. Our telephone number is (510) 775-0515. Our website address is www.oncocyte.com. Information
contained on, or accessible through, our website, is not, and shall not be deemed to be, incorporated in this prospectus or considered
a part thereof.
RISK
FACTORS
Investing
in our securities involves a high degree of risk and uncertainty. Before making an investment decision with respect to our securities,
we urge you to carefully consider the risks, uncertainties and assumptions described in this prospectus, the applicable prospectus
supplement and the documents incorporated by reference herein and therein, including the risks described in the “Risk
Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018, as amended by Amendment No.
1 thereto on Form 10-K/A, or the Annual Report, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2019, which are incorporated by reference into this prospectus. We expect to update these risk factors from time to time in the
periodic and current reports that we file with the SEC after the date of this prospectus, which will be incorporated by reference
into this prospectus. In connection with any specific offering, we also expect to provide risk factors and other information in
the applicable prospectus supplement.
If
one or more of the adverse events relevant to these risks and uncertainties actually occurs, our business, financial condition,
results of operations, cash flows or prospects could be materially adversely affected. This could cause the trading price of our
securities to decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial also may have similar adverse effects on us.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking
statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, included
or incorporated by reference in this prospectus, including but not limited to those regarding our strategy, plans, objectives,
expectations, prospects, future operations, capital resources, financial position, projected costs of and progress with development
of our diagnostic test, regulatory requirements and approvals, commercialization of our diagnostic test, collaborations, competition,
market exclusivity, and intellectual property, are forward-looking statements. The words “believe,” “anticipate,”
“estimate,” “plan,” “expect,” “intend,” “may,” “could,”
“should,” “potential,” “likely,” “projects,” “continue,” “will,”
and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations
expressed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are
a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking
statements. These important factors include those discussed under the “Risk Factors” sections and elsewhere
in our Annual Report and the other periodic reports and other filings that we file from time to time with the SEC. These factors
and the other cautionary statements made in this prospectus and the documents incorporated by reference herein should be read
as being applicable to all related forward-looking statements whenever they appear in this prospectus. The disclosure in this
prospectus, including any forward-looking statement, speaks only as of its date, the date of this prospectus, or the date of any
document incorporated by reference into this prospectus, as applicable. We disclaim any intention or obligation to update or revise
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
USE
OF PROCEEDS
Except
as described in any prospectus supplement in connection with a specific offering, we intend to use the net proceeds from our sale
of the securities offered under this prospectus for working capital and general corporate purposes. The principal purposes for
which we intend to use the net proceeds from a specific offering and the approximate amounts intended to be used for each such
purpose will be set forth in the prospectus supplement relating to that offering.
We will not receive any
of the proceeds from the sale of the Resale Shares being offered by the Selling Shareholders, although we may receive proceeds
from cash exercises of the Warrants.
DIVIDEND
POLICY
We
have never paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future,
but intend to retain our capital resources for reinvestment in our business. Any future determination to pay cash dividends will
be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital
requirements, requirements of our then-existing credit agreements and other factors as our board of directors deems relevant.
SECURITIES
THAT MAY BE OFFERED
We may offer shares of
common stock, shares of preferred stock, warrants, units consisting of a combination of the foregoing securities or any other
combination of the foregoing. We may offer up to $100.0 million of securities under this prospectus. The prices and terms of any
offering will be determined by market conditions at the time of offering. We may issue preferred stock that is exchangeable for
or convertible into common stock or any of the other securities that may be sold under this prospectus. Each time we offer securities
under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and
other important terms of the securities being offered.
In
addition, the Selling Shareholders may sell up to an aggregate of 25,539,309 shares of our common stock, consisting of shares
of our common stock held by the Selling Shareholders and shares of our common stock issuable upon exercise of the Warrants.
The
summaries below provide a general description of the securities we and the Selling Shareholders may offer and are not intended
to be complete. The particular terms of any security will be described in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our common stock and preferred stock, together with any additional information we include in any applicable
prospectus supplement, documents incorporated by reference or any related free writing prospectus, summarizes the material terms
and provisions of our common stock that we and the Selling Shareholders may offer, and the preferred stock that we may offer,
under this prospectus. We will describe the particular terms of any class or series of these securities in more detail in the
applicable prospectus supplement. The description of our capital stock below is summarized from, and qualified in its entirety
by reference to, our articles of incorporation and our bylaws, in each case, as amended and as in effect on the date of this prospectus,
each of which has been publicly filed with the SEC. Certain terms of our capital stock described below are also based on the California
Corporations Code as in existence on the date of this prospectus, and may be affected by future amendments to such
code.
General
Our
articles of incorporation currently authorizes the issuance of up to 85,000,000 shares of common stock, no par value, and up to
5,000,000 shares of preferred stock, no par value.
Common
Stock
Each
holder of record of common stock is entitled to one vote for each outstanding share owned, on every matter properly submitted
to the shareholders for their vote.
Subject
to any dividend rights of holders of any of the preferred stock that we may issue from time to time, holders of common stock are
entitled to any dividend declared by our board of directors out of funds legally available for that purpose.
Subject
to the prior payment of any liquidation preference to holders of any preferred stock that we may issue from time to time, holders
of common stock are entitled to receive on a pro rata basis all of our remaining assets available for distribution to the holders
of common stock in the event of the liquidation, dissolution, or winding up of our operations. Holders of our common stock do
not have any preemptive, subscription, or redemption rights. All of the outstanding shares of our common stock are fully paid
and non-assessable.
Our
common stock is listed on the NYSE American under the symbol “OCX.”
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.
Preferred
Stock
We
may issue preferred stock in one or more series, at any time, with such rights, preferences, privileges and restrictions as our
board of directors may determine, all without further action of our shareholders. Any series of preferred stock which may be authorized
by our board of directors in the future may be senior to and have greater rights and preferences than our common stock. There
are no shares of preferred stock presently outstanding and we have no present plan, arrangement, or commitment to issue any preferred
stock.
The
rights, privileges, preferences and restrictions of any class or series of preferred stock may be subordinated to, pari passu
with or senior to any of those of any present or future class or series of preferred stock or common stock. Our board of directors
is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issue of that series,
but not below the number of shares of such series then outstanding. The issuance of preferred stock may have the effect of decreasing
the market price of our common stock and may adversely affect the voting power of holders of our common stock and reduce the likelihood
that holders of our common stock will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred
stock could have the effect of delaying, deferring or preventing a change in our control or other corporate action.
The
particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges,
liquidation preferences, voting rights, dividend rights or conversion rights, will be more fully described in the applicable prospectus
supplement relating to the preferred stock offered thereby. The applicable prospectus supplement will specify the terms of the
class or series of preferred stock we may offer, including:
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the
distinctive designation and the maximum number of shares in the class or series;
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the
number of shares we are offering and the purchase price per share;
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the
liquidation preference, if any;
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the
terms on which dividends, if any, will be paid;
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the
voting rights, if any;
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the
terms and conditions, if any, on which the shares of the class or series shall be convertible into, or exchangeable for,
shares of any other class or series of authorized capital;
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the
terms on which the shares may be redeemed, if at all;
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any
listing of the preferred stock on any securities exchange or market;
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a
discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; and
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any
or all other preferences, rights, restrictions, including restrictions on transferability and qualifications of shares of
the class or series.
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DESCRIPTION
OF WARRANTS
General
We may offer warrants
for the purchase of shares of common stock, shares of preferred stock or the other securities registered hereby,
in one or more series. We may issue the warrants by themselves or together with common stock, preferred stock, other warrants
or units, and the warrants may be attached to or separate from any offered securities. While the terms we have summarized
below will apply generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of
any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing
prospectus. The terms of any warrants offered by a prospectus supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference
from another report that we file with the SEC, the form of warrant or warrant agreement, which may include a form of warrant certificate,
as applicable, that describes the terms of the particular series of warrants we may offer before the issuance of the related series
of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by
us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material
provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions
of the form of warrant or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you
to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant
or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may
include:
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the
title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be issued;
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the
currency or currencies (including composite currencies) in which the price of such warrants may be payable;
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
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the
price at which the securities purchasable upon exercise of such warrants may be purchased;
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the
date on which the right to exercise such warrants will commence and the date on which such right shall expire;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
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if
applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
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if
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security;
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if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information
with respect to book-entry procedures, if any;
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the
terms of any rights to redeem or call the warrants;
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U.S.
federal income tax consequences of holding or exercising the warrants, if material; and
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any
other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.
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Each warrant will entitle
its holder to purchase the number of securities at the exercise price set forth in, or calculable as set forth in, the
applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants
offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the
close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After
the close of business on the expiration date, unexercised warrants will become void.
We
will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement
or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as
applicable, properly completed and duly executed at the corporate trust office of any warrant agent, or any other office (including
ours) indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon
such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new
warrant or a new warrant certificate, as applicable, will be issued for the remaining amount of warrants. If we so indicate in
the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for
warrants.
Prior
to the exercise of any warrants to purchase common stock or preferred stock, holders of the warrants will not have any of the
rights of holders of common stock or preferred stock purchasable upon exercise, including the right to vote or to receive any
payments of dividends or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable
upon exercise, if any.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units
offered by a prospectus supplement may differ from the terms described below.
We
will file as an exhibit to the registration statement of which this prospectus forms a part, or will incorporate by reference
from another report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer
under this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements
that contain the terms of the units.
General
We may offer units comprised
of any combination of our common stock, preferred stock, warrants or other units, in one or more series. Each unit
will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued
may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described below; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those described in the sections of this prospectus titled “Description
of Capital Stock” and “Description of Warrants” will apply to each unit and to any common stock,
preferred stock or warrant included in each unit, respectively.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the unit.
We
and any unit agent (including any of its agents) may treat the registered holder of any unit certificate as an absolute owner
of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the
units so requested, despite any notice to the contrary.
SELLING
SHAREHOLDERS
This
prospectus also relates to the offer and resale by the Selling Shareholders of up to 25,539,309 Resale Shares, consisting of
(i) 22,775,656 shares of our common stock held by the Selling Shareholders, and (ii) 2,763,653 shares of our common stock issuable
upon exercise of the Warrants. The Selling Shareholders may sell any, all or none of the Resale Shares included in and offered
by this prospectus. These securities were purchased in various private transactions as summarized below. The summaries do not
purport to be complete and, in the case of agreements summarized below, are qualified by reference to the full text of the respective
agreements.
BioTime
Registration Rights Agreement
In
November 2015, we effected a 1-for-2 reverse stock split of our common stock, or the Reverse Stock Split. All share numbers reflected
below have been adjusted to give effect to the Reverse Stock Split.
In
August 2011, we entered into a Stock Purchase Agreement, or the 2011 Agreement, with BioTime, Inc., or BioTime, pursuant to which
we sold and issued 3,500,000 shares of our common stock to BioTime. In May 2015, we entered into a Stock Subscription Agreement,
or the May 2015 Agreement, with BioTime pursuant to which we sold and issued 1,500,000 shares of our common stock to BioTime.
In September 2015, we entered into another Stock Subscription Agreement, or the September 2015 Agreement, with BioTime pursuant
to which we sold and issued 2,710,857 shares of our common stock to BioTime. We refer to the 2011 Agreement, the May 2015 Agreement
and the September 2015 Agreement collectively as the Purchase Agreements. In connection with the Purchase Agreements, we entered
into a Registration Rights Agreement, first executed in October 2009 and amended in August 2011, May 2015 and November 2015, with
BioTime and certain other parties. Pursuant to the Registration Rights Agreement, we agreed, upon the occurrence of certain events
and subject to certain conditions, to file with the SEC a registration statement covering the shares of our common stock sold
and issued to these parties pursuant to the Purchase Agreements for resale under the Securities Act, and to use commercially reasonable
efforts to keep such registration statement effective until the earlier of (i) the completion of the distribution or distributions
being made pursuant to such registration statement, or (ii) such time as these parties are eligible to sell such shares of common
stock under Rule 144 under the Securities Act without application of the manner of sale and volume limitations thereunder.
We
also issued an aggregate of 11,708,094 shares of our common stock to BioTime in private transactions in October 2009, July 2011
and November 2015 and we have agreed to include all outstanding shares of our common stock issued in those transactions in the
registration statement of which this prospectus forms a part. In December 2015, BioTime distributed 4,744,707 shares of the 19,418,951
shares of our common stock it then held to its shareholders. The resulting 14,674,244 shares of our common stock held by BioTime
constitute the Resale Shares being registered hereby on behalf of BioTime.
August
2016 Private Placement
In August 2016, we sold
an aggregate of 3,246,153 immediately separable units, with each unit consisting of one share of our common stock and one
warrant to purchase one share of our common stock, at a price of $3.25 per unit. The warrants have an exercise price of $3.25
per share of common stock, became exercisable in October 2016, and may be exercised until October 2021. We refer to this transaction
as the “August 2016 Private Placement.” We agreed to register the resale of the securities contained in the units,
subject to certain conditions. All of the Resale Shares being registered hereby on behalf of The Bailey 1995 Family Trust and
Seamark Fund, L.P. represent shares of our common stock issuable upon exercise of Warrants contained in the units they purchased
in the August 2016 Private Placement. The Resale Shares being registered hereby on behalf of Broadwood Partners L.P., or Broadwood,
include 1,538,461 shares of our common stock and 573,461 shares of our common stock issuable upon exercise of Warrants contained
in the units Broadwood purchased in the August 2016 Private Placement.
February
2017 Warrant Exercise Agreements
In
February 2017, we entered into warrant exercise agreements with the following Selling Shareholders, pursuant to which each agreed
to cash-exercise warrants acquired in the August 2016 Private Placement and we issued to them new Warrants, in each case immediately
exercisable and expiring in February 2022, as follows:
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Broadwood
cash-exercised warrants to purchase 425,000 shares of our common stock and we issued to it a new Warrant to purchase 212,500
shares of our common stock at an exercise price of $3.25 per share;
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ALB
Private Investments LLC, or ALB Investments, cash-exercised warrants to purchase 100,000 shares of our common stock (being
the entirety of the warrants it had purchased in the August 2016 Private Placement), and we issued to ALB Investments a new
Warrant to purchase 100,000 shares of our common stock at an exercise price of $5.50 per share;
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Phylis
Esposito cash-exercised warrants to purchase 50,000 shares of our common stock (being the entirety of the warrants she had
purchased in the August 2016 Private Placement), and we issued to Phylis Esposito a new Warrant to purchase 50,000 shares
of our common stock at an exercise price of $5.50 per share; and
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The
Thunen Family Trust cash-exercised warrants to purchase 50,000 shares of our common stock (being the entirety of the warrants
it had purchased in the August 2016 Private Placement), and we issued to The Thunen Family Trust a new Warrant to purchase
50,000 shares of our common stock at an exercise price of $5.50 per share.
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Under
the warrant exercise agreement with Broadwood, we agreed to file a registration statement covering the shares issuable upon exercise
of the new Warrants, subject to certain conditions. We further agreed to use commercially reasonable efforts to keep such registration
statement effective until the earlier of the date that all of shares covered by the registration statement have been sold or can
be sold publicly without restriction or limitation under Rule 144, or five years from the date of the warrant exercise agreement.
The Resale Shares being registered hereby on behalf of Broadwood include the 212,500 shares of our common stock issuable
upon exercise of its new Warrant. We have also agreed to include the shares of our common stock issuable upon exercise of the
new Warrants issued to ALB Investments, Phylis Esposito and The Thunen Family Trust in the registration statement of which this
prospectus forms a part, which represent all of the Resale Shares being registered hereby on behalf of such holders.
July
2017 Warrant Exercise Agreements
In
July 2017, we entered into additional warrant exercise agreements with the following Selling Shareholders, pursuant to which each
agreed to cash-exercise warrants acquired in the August 2016 Private Placement and we issued to them new Warrants, in each case
immediately exercisable and expiring in July 2019 or July 2022, as follows:
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Broadwood
cash-exercised warrants to purchase 540,000 shares of our common stock and we issued to it a new Warrant to purchase 270,000
shares of our common stock at an exercise price of $3.25 per share, expiring in July 2022;
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Anthony
Low-Beer cash-exercised warrants to purchase 150,000 shares of our common stock (being the entirety of the warrants he had
purchased in the August 2016 Private Placement), and we issued to Anthony Low-Beer a new Warrant to purchase 150,000 shares
of our common stock at an exercise price of $5.50 per share, expiring in July 2022;
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Patrick
Lin cash-exercised warrants to purchase 76,923 shares of our common stock (being the entirety of the warrants he had purchased
in the August 2016 Private Placement), and we issued to Patrick Lin a new Warrant to purchase 76,923 shares of our common
stock at an exercise price of $5.50 per share, expiring in July 2022; and
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GKarfunkel
Family LLC, or GKarfunkel, cash-exercised warrants to purchase 1,000,000 shares acquired in the August 2016 Private Placement
(being the entirety of the warrants it had purchased in the August 2016 Private Placement), and we issued to GKarfunkel (i)
a new Warrant to purchase 500,000 shares of our common stock at an exercise price of $3.25 per share, and (ii) a new Warrant
to purchase 500,000 shares of our common stock at an exercise price of $5.50 per share, in each case expiring in July 2019.
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Under
the warrant exercise agreement with Broadwood, we agreed to file a registration statement covering the shares issuable upon exercise
of the new Warrants, subject to certain conditions. We further agreed to use commercially reasonable efforts to keep such registration
statement effective until the earlier of the date that all of shares covered by the registration statement have been sold or can
be sold publicly without restriction or limitation under Rule 144, or five years from the date of the warrant exercise agreement.
The Resale Shares being registered hereby on behalf of Broadwood include the 270,000 shares of our common stock issuable
upon exercise of its new Warrant. We have also agreed to include the shares of our common stock issuable upon exercise of the
new Warrants issued to Anthony Low-Beer, Patrick Lin and GKarfunkel in the registration statement of which this prospectus forms
a part, which represent all of the Resale Shares being registered hereby on behalf of such holders.
Securities
Purchase Agreements
In
March 2018, we entered into a securities purchase agreement pursuant to which we sold and issued an aggregate of 3,968,254 shares
of our common stock to Broadwood in a private placement. Pursuant to the securities purchase agreement, we also agreed to register
the resale of the shares of our common stock sold in the private placement, subject to certain conditions. We also agreed to pay
liquidated damages if we did not file the registration statement in a timely manner. Because the registration statement was not
filed as required by the securities purchase agreement, during 2019 we paid $300,000 to Broadwood. The Resale Shares being registered
hereby on behalf of Broadwood include these 3,968,254 shares of our common stock.
Material
Relationships
Prior
to February 2017, we were a majority-owned, consolidated subsidiary of BioTime. Since February 2017, the shares of our common
stock held by BioTime have accounted for less than 50% of our total common stock outstanding and we ceased being a consolidated
subsidiary of BioTime.
In
October 2009, we entered into a Shared Facilities and Services Agreement, or Shared Facilities Agreement, with BioTime, pursuant
to which we have use of laboratory and office space at BioTime’s facility in Alameda, California. In addition, pursuant
to the Shared Facilities Agreement, BioTime has provided, and continues to provide, administrative support to us on a reimbursable
basis, and we presently rely on the provision of certain management and administrative services, including patent prosecution,
certain legal services, accounting, financial management, and controls over financial accounting and reporting, by BioTime. Further,
since our inception, we have partly financed our operations from loans borrowed from BioTime, of which no amount was outstanding
as of March 31, 2019, and sales of the common shares of BioTime, of which we held 353,264 shares as marketable equity securities
as of March 31, 2019. The chairman of our board of directors currently serves as a member of the board of directors of BioTime,
and the chairman of the board of directors of BioTime currently serves as a member of our board of directors.
Neal
Bradsher, who may be deemed a beneficial owner of the Resale Shares directly owned by Broadwood, is a member of the board of directors
of BioTime.
Don
Bailey, who is co-trustee of The Bailey 1995 Family Trust, served as a member of our board of directors from August 2016 until
November 2017, and currently serves on the board of directors of BioTime.
Except
as described above, and except for the beneficial ownership of the shares of our common stock described in the table below and
the Selling Shareholders’ participation in the transactions associated therewith, none of the Selling Shareholders has held
any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past
three years.
Selling
Shareholders Table
The
following table and accompanying footnotes, which were prepared based on information furnished to us by or on behalf of
each of the Selling Shareholders and information filed with the SEC, sets forth information regarding the beneficial ownership
of shares of our common stock owned by the Selling Shareholders as of May 17, 2019. Beneficial ownership is determined in accordance
with rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under
the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting
power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which
includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial
owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days.
The
percentage of shares beneficially owned is based on 51,972,830 shares of our common stock issued and outstanding as of
May 17, 2019. Shares of our common stock that a Selling Shareholder has the right to acquire within 60 days of the filing date
of this prospectus are deemed outstanding for purposes of computing the percentage ownership of such Selling Shareholder’s
holdings, but are not deemed outstanding for purposes of computing the percentage ownership of any other Selling Shareholder.
The number of shares and percentage of our outstanding common stock to be beneficially owned after completion of this offering
assumes that the Selling Shareholders will sell all the Resale Shares offered hereby. The Selling Shareholders may offer all,
some, or none of the Resale Shares. The Selling Shareholders may have sold, transferred, otherwise disposed of or purchased,
or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, shares of our common stock in transactions
exempt from the registration requirements of the Securities Act, or in the open market after the date on which they provided the
information set forth in the table below. Unless otherwise indicated, and subject to applicable community property laws,
we believe that all persons named in the table below have sole voting and investment power with respect to all shares beneficially
owned by them.
Information
concerning the Selling Shareholders may change over time. Any changed information will be set forth in amendments to the registration
statement of which this prospectus forms a part or in supplements to this prospectus, if and when necessary or as otherwise required
by law.
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Shares
Beneficially
Owned
Prior to Offering
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Shares
Being
Offered
|
|
|
Shares
Beneficially
Owned After Offering
|
|
Selling
Shareholder
|
|
Number
|
|
|
Percent
|
|
|
Number
|
|
|
Number
|
|
|
Percent
|
|
BioTime,
Inc.(1)
|
|
|
14,674,244
|
|
|
|
28.23
|
%
|
|
|
14,674,244
|
|
|
|
—
|
|
|
|
—
|
|
Broadwood Partners,
L.P.(2)
|
|
|
9,157,373
|
|
|
|
17.27
|
|
|
|
9,157,373
|
|
|
|
—
|
|
|
|
—
|
|
ALB Private
Investments LLC(3)
|
|
|
117,482
|
|
|
|
*
|
|
|
|
100,000
|
|
|
|
17,482
|
|
|
|
*
|
|
Phylis Esposito(4)
|
|
|
50,000
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
The Thunen Family
Trust(5)
|
|
|
50,000
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
Anthony Low-Beer(6)
|
|
|
150,000
|
|
|
|
*
|
|
|
|
150,000
|
|
|
|
—
|
|
|
|
—
|
|
Patrick Lin(7)
|
|
|
191,256
|
|
|
|
*
|
|
|
|
76,923
|
|
|
|
114,333
|
|
|
|
*
|
|
GKarfunkel Family
LLC(8)
|
|
|
3,000,000
|
|
|
|
5.66
|
|
|
|
1,000,000
|
|
|
|
2,000,000
|
|
|
|
3.78
|
|
The Bailey 1995
Family Trust(9)
|
|
|
250,769
|
|
|
|
*
|
|
|
|
230,769
|
|
|
|
20,000
|
|
|
|
*
|
|
Seamark Fund,
L.P.(10)
|
|
|
150,247
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
100,247
|
|
|
|
*
|
|
*
Less than 1%.
|
(1)
|
BioTime
has sole voting and dispositive power, exercised through its board of directors consisting of more than three people, with
respect to all shares of common stock shown as beneficially owned by BioTime.
|
|
|
|
|
(2)
|
Includes
1,055,961 shares of our common stock that Broadwood may purchase upon the exercise of outstanding Warrants. Broadwood Capital,
Inc., or BCI, serves as the General Partner of Broadwood and Neal Bradsher is the President of BCI. BCI and Neal Bradsher
have shared voting and dispositive power with respect to, and each may be deemed a beneficial owner of, 9,154,228 shares.
Also includes 3,145 shares of our common stock held directly by Neal Bradsher, over which he has sole voting and dispositive
power.
|
|
|
|
|
(3)
|
Consists
of (i) 100,000 shares of our common stock that may be acquired upon exercise of outstanding Warrants and (ii) 17,482
shares of our common stock that may be acquired upon exercise of other outstanding warrants. Francis A. Mlynarczyk, Jr.,
as Manager of ALB Private Investments LLC, may be deemed to have voting and dispositive power over these shares.
|
|
|
|
|
(4)
|
Consists
of 50,000 shares of our common stock that may be acquired upon exercise of outstanding Warrants.
|
|
|
|
|
(5)
|
Consists
of 50,000 shares of our common stock that may be acquired upon exercise of outstanding Warrants. Garret G. Thunen and Carol
Thunen, as trustees of The Thunen Family Trust, may be deemed to share voting and dispositive power over these shares.
|
|
|
|
|
(6)
|
Consists
of 150,000 shares of our common stock that may be acquired upon exercise of outstanding Warrants.
|
|
|
|
|
(7)
|
Includes
(i) 76,923 shares of our common stock that may be acquired upon exercise of outstanding Warrants and (ii)
52,447 shares of our common stock that may be acquired upon exercise of other outstanding warrants.
|
|
|
|
|
(8)
|
Includes
1,000,000 shares of our common stock that may be acquired
upon exercise of outstanding Warrants. Henry Reinhold, as Manager of GKarfunkel Family LLC, may
be deemed to have voting and dispositive power over these shares.
|
|
|
|
|
(9)
|
Consists
of (i) 230,769 shares of our common stock that may be acquired upon exercise of outstanding Warrants and (ii) vested options
to purchase 20,000 shares of our common stock. Don Bailey and Linda Bailey, as co-trustees of The Bailey 1995 Family Trust,
may be deemed to share voting and dispositive power over these shares.
|
|
|
|
|
(10)
|
Includes
50,000 shares of our common stock that may be acquired upon
exercise of outstanding Warrants. John D. Fraser and David T. Harrington, as co-Managing Partners of Seamark Fund, L.P., may
be deemed to share voting and dispositive power over these shares.
|
PLAN
OF DISTRIBUTION FOR THE COMPANY
We
may sell our securities directly to one or more investors. We may also sell our securities through agents designated from time
to time or to or through underwriters or dealers. The applicable prospectus supplement and any related free writing prospectus
will describe the terms of the offering of the securities, including, to the extent applicable:
|
●
|
the
name or names of any agents, underwriters or dealers;
|
|
|
|
|
●
|
the
purchase price of the securities being offered and the net proceeds we will receive from the sale;
|
|
|
|
|
●
|
any
over-allotment options under which underwriters may purchase additional securities from us;
|
|
|
|
|
●
|
any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
|
|
|
|
|
●
|
any
discounts or concessions allowed or re-allowed or paid to dealers; and
|
|
|
|
|
●
|
any
securities exchanges or markets on which such securities may be listed.
|
We
may distribute our securities from time to time in one or more transactions at:
|
●
|
a
fixed price or prices, which may be changed from time to time;
|
|
|
|
|
●
|
market
prices prevailing at the time of sale;
|
|
|
|
|
●
|
prices
related to such prevailing market prices; or
|
|
|
|
|
●
|
negotiated
prices.
|
Agents
We
may designate agents who agree to use their reasonable efforts to solicit purchases of our securities for the period of their
appointment or to sell our securities on a continuing basis. We will name any agent involved in the offering and sale of securities
and we will describe any fees or commissions we will pay the agent in the applicable prospectus supplement.
Underwriters
If
we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or
at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be
obligated to purchase all the securities of the series offered if they purchase any of the securities of that series. We may change
from time to time any public offering price and any discounts or concessions the underwriters allow or reallow or pay to dealers.
We may use underwriters with whom we have a material relationship. We will name any underwriter involved in the offering and sale
of securities, describe any discount or other compensation and describe the nature of any material relationship in any applicable
prospectus supplement. Only underwriters we name in the prospectus supplement will be underwriters of the securities offered by
that prospectus supplement.
We
may have agreements with the agents and underwriters to indemnify them against specified civil liabilities related to offerings
under this prospectus, including liabilities under the Securities Act, or contribution with respect to payments that the agents
or underwriters may make with respect to these liabilities.
Underwriters,
dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act,
and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters,
dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify
them against specified civil liabilities related to offerings under this prospectus, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters,
dealers and agents may engage in transactions with or perform services for us in the ordinary course of their businesses.
Trading
Markets and Listing of Securities
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is currently listed on the NYSE American. We may elect to list or qualify for
trading any other class or series of securities on any securities exchange or other market, but we are not obligated to do so.
It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not
be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.
Stabilization
Activities
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under
the Exchange Act of 1934, as amended, or the Exchange Act. Overallotment involves sales in excess of the offering size,
which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after
the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from
a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those
activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue
any of these activities at any time.
Passive
Market Making
Any
underwriter who is a qualified market maker on the NYSE American may engage in passive market making transactions in securities
listed on the NYSE American in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. A passive market maker must comply with applicable volume and price
limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
PLAN
OF DISTRIBUTION FOR THE SELLING SHAREHOLDERS
Each
Selling Shareholder and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time,
sell any or all of their Resale Shares on the NYSE American or any other securities exchange, market or trading facility
on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A
Selling Shareholder may use any one or more of the following methods when selling Resale Shares:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
sales
by a broker-dealer of a specified number of such shares at a stipulated price per share, pursuant to agreements between the
Selling Shareholder and broker-dealer;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the Resale Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
settlement
of short sales, loans or pledges entered into after the effective date of the registration statement of which this prospectus
is a part;
|
|
|
|
|
●
|
writing
or settlement of options, derivative securities or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
|
|
●
|
a
combination of any such methods of sale; or
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Shareholders may also sell the Resale Shares under Rule 144 under the Securities Act, if available, rather than pursuant
to the registration statement of which this prospectus forms a part.
Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission, and in the case of a principal transaction a markup or markdown,
in each case in compliance with Rule 2121 of the Financial Industry Regulatory Authority.
In
connection with any permitted short sale, loan, pledge, option, derivative or hedging transaction, the Selling Shareholders may
enter into agreements with broker-dealers or other financial institution that in turn engage in short sales of our common stock
in the course of hedging the positions they assume. If any Resale Shares are delivered to a broker-dealer or other financial institution
in connection with any such transaction, the broker-dealer or other financial institution may resell the Resale Shares pursuant
to this prospectus (as supplemented or amended to reflect such transaction, including, if necessary, updates to the list of selling
shareholders to include such broker-dealer or financial institution).
The
Selling Shareholders may also transfer and donate the Resale Shares in other circumstances in which case the transferees,
donees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.
The
Selling Shareholders and any brokers, dealers or agents that are involved in selling the Resale Shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such brokers,
dealers or agents and any profit on the resale of any Resale Shares purchased by them may be deemed to be underwriting compensation
under the Securities Act. Each Selling Shareholder has advised us that it does not have any written or oral agreement, understanding
or arrangement, directly or indirectly, with any broker, dealer, agent or other person regarding the sale of the Resale Shares.
There are no underwriters or coordinating brokers acting in connection with the proposed sale of the Resale Shares by the Selling
Shareholders.
Because
the Selling Shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they may be
subject to the requirements of the Securities Act to deliver this prospectus to each purchaser at or prior to the time of the
sale. We have informed the Selling Shareholders of this requirement, and we will make copies of this prospectus available to them.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Resale Shares may not simultaneously
engage in market making activities with respect to our common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of our common stock by the Selling Shareholders or any other person.
We
will pay certain fees and expenses incurred by us incident to the registration of the Resale Shares, including SEC filing fees,
fees and expenses of compliance with securities laws, and various related expenses. The Selling Shareholders are responsible for
all discounts, selling commissions and other costs related to their offer and sale of the Resale Shares.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon
for us by DLA Piper LLP (US), Seattle, Washington.
EXPERTS
The
balance sheets of OncoCyte Corporation as of December 31, 2018 and 2017, and the related statements of operations, comprehensive
loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2018, have been incorporated
by reference into this prospectus and the registration statement in reliance on the report of OUM & Co. LLP, an independent
registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.
INFORMATION
INCORPORATED BY REFERENCE
We
are “incorporating by reference” certain documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information in the documents incorporated by reference is considered
to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference
into this prospectus will automatically update and supersede information contained in this prospectus, including information in
previously filed documents or reports that have been incorporated by reference into this prospectus, to the extent the new information
differs from or is inconsistent with the old information.
We
hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange
Act (other than current reports on Form 8-K, or portions thereof, that are not deemed “filed” pursuant to the General
Instructions of Form 8-K):
|
●
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on April 1, 2019, as amended by
Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2019;
|
|
|
|
|
●
|
Our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, as filed with the SEC on May 14, 2019;
|
|
|
|
|
●
|
Our
Current Reports on Form 8-K, as filed with the SEC on January 28, 2019, January 29, 2019, February 12, 2019, March 20, 2019
and April 18, 2019; and
|
|
|
|
|
●
|
The
description of our common stock included in our registration statement on Form 10, as filed with the SEC on November 23, 2015
and amended on December 21, 2015 and December 29, 2015.
|
All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding those portions
of such documents furnished to, rather than filed with, the SEC) (i) after the initial filing date of the registration statement
of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of
this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus
from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will
automatically update and may replace information previously filed with the SEC. To the extent that any information contained in
any current report on Form 8-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information
or exhibit is specifically not incorporated by reference.
Upon
written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to
each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that
has been incorporated by reference into this prospectus (other than an exhibit to a filing, unless that exhibit is specifically
incorporated by reference into that filing), but not delivered with this prospectus:
OncoCyte
Corporation
1010
Atlantic Avenue, Suite 102
Alameda,
California 94501
(510)
775-0515
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information that is included in the registration statement of which this
prospectus forms a part and its exhibits. Since this prospectus may not contain all of the information that you may find important,
we urge you to review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit
to the registration statement of which this prospectus forms a part, please read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed
above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act and, in accordance with these requirements, we file
annual, quarterly and current reports, proxy statements, information statements, and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s website at www.sec.gov. In addition, we provide free access to
these materials through our website, www.oncocyte.com, as soon as reasonably practicable after they are filed with or furnished
to the SEC.
7,780,000
Shares
Common
Stock
Prospectus Supplement
Piper
Sandler
February
5, 2021
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