Oncocyte Corporation Announces $10.2 Million Private Placement of Securities Priced At-The-Market Under Nasdaq Rules
October 02 2024 - 5:35PM
Oncocyte Corporation (Nasdaq: OCX) (“Oncocyte” or the “Company”), a
diagnostics technology company, today announced that it has entered
into a securities purchase agreement (the “Purchase Agreement”)
with new and existing investors, including Bio-Rad Laboratories,
Inc., one of the Company’s strategic partners. The gross proceeds
to the Company from the private placement are expected to be
approximately $10.2 million, before deducting the placement agent’s
fees and other offering expenses payable by the Company. The
Company intends to use the net proceeds for working capital and
general corporate purposes.
The Purchase Agreement represents the purchase
and sale in a private placement of an aggregate of 3,461,138 shares
of common stock, at a purchase price of $2.948 per share of common
stock. Certain insiders of the Company subscribed for 37,037 of the
shares of common stock sold in the private placement, at a purchase
price of $2.970 per share of common stock. The private placement
was priced “at-the-market” under the rules and regulations of The
Nasdaq Stock Market LLC and is expected to close on or about
October 4, 2024, subject to the satisfaction of customary closing
conditions.
“This funding helps us to continue delivering on
the promise that we made to expand access to organ transplant
rejection testing globally. We are grateful for the support of our
current and new shareholders who share our vision of democratizing
access for transplant patients, transplant centers, and transplant
researchers around the world,” said Oncocyte’s President and Chief
Executive Officer Josh Riggs. “Our team remains committed to
executing on our strategy and creating shareholder value.”
“We are thrilled to have strong support from
both new and existing investors, including our valued corporate
partner, Bio-Rad Laboratories,” said Oncocyte’s Chief Financial
Officer Andrea James. “This offering reflects growing confidence in
our business opportunity and the market potential we are
addressing.”
Needham & Company is acting as the exclusive
placement agent for the private placement.
The securities described above are being offered
and sold in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder, and have not been registered under the Act,
or applicable state securities laws. Accordingly, such securities
issued in the private placement may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
The Company also entered into a registration
rights agreement, dated as of October 2, 2024, by and among the
Company and the investors party thereto (the “Registration Rights
Agreement”), pursuant to which it agreed to file a registration
statement under the Act with the Securities and Exchange Commission
(the “SEC”), covering the resale of the shares of common stock to
be issued in the private placement no later than 15 days following
the date of the Registration Rights Agreement, and to use best
efforts to have the registration statement declared effective as
promptly as practical thereafter, and in any event no later than 30
days following the date of the Registration Rights Agreement (or 45
days following the date of the Registration Rights Agreement in the
event of a “full review” by the SEC).
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Oncocyte
CorporationOncocyte Corporation is a molecular diagnostics
technology company. The Company’s tests are designed to help
provide clarity and confidence to physicians and their patients.
VitaGraft™ is a clinical blood-based solid organ transplantation
monitoring test. GraftAssure™ is a research use only blood-based
solid organ transplantation monitoring test. DetermaIO™ is a gene
expression test that assesses the tumor microenvironment to predict
response to immunotherapies. DetermaCNI™ is a blood-based
monitoring tool for monitoring therapeutic efficacy in cancer
patients.
VitaGraft™, GraftAssure™, DetermaIO™, and DetermaCNI™ are
trademarks of Oncocyte Corporation.
Forward-Looking Statements
This press release contains “forward-looking
statements” made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements
pertaining to the Company’s expectations regarding the completion
of the offering, the satisfaction of customary closing conditions
related to the offering, the intended use of proceeds from the
offering in this press release constitute forward-looking
statements.
These statements may be identified by the use of
forward-looking expressions, including, but not limited to,
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions and the negatives of those terms. These statements
relate to future events or our financial performance and involve
known and unknown risks, uncertainties, and other factors, such as
market and other conditions, which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include market
conditions, the ability of the Company to satisfy all conditions
precedent to the closing of the private placement, the completion
of the private placement, as well as those set forth in the
Company’s annual, quarterly and current reports (i.e., Form 10-K,
Form 10-Q and Form 8-K) as filed or furnished with the SEC and any
subsequent public filings. Prospective investors are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date of this press release. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
Investor Contact:
Jeff RamsonPCG Advisory(646)
863-6893jramson@pcgadvisory.com
Andrea JamesChief Financial Officer,
Oncocyteajames@oncocyte.com
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