Business Context and Reporting Period
This Form 8-K is a current report filed by OncoCyte Corporation (trading symbol: OCX) on January 20, 2021. The filing discloses the entry into a material definitive agreement regarding a registered direct offering of common stock. The company is an emerging growth company incorporated in California.
Key Financial Metrics and Transaction Details
- Offering Size: 7,301,410 shares of common stock.
- Offering Price: $3.424 per share.
- Aggregate Proceeds: $25,000,027.84.
- Transaction Costs: No fees or commissions to broker-dealers or finders; no stock purchase warrants issued.
- Investors: Includes Broadwood Capital, LP (largest shareholder) and funds managed by Pura Vida Investments, LLC.
- Expected Closing Date: January 26, 2021.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period, as this is a transactional disclosure rather than a periodic financial report.
Material Changes and Use of Proceeds
The primary material change is the capital raise of approximately $25 million. The company intends to use the net proceeds for the following purposes:
- Commercialization of DetermaRx, including sales, marketing, and clinical studies.
- Completion of development for DetermaIO.
- Development of pipeline tests including DetermaTx and DetermaMx.
- General corporate and working capital purposes.
- Potential acquisition of Razor Genomics, Inc. or other businesses/assets.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the use of proceeds and future business activities. Management disclaims any obligation to update these statements. The document references risk factors detailed in the company's Form 10-K and Form 10-Q filings. The sale of shares is subject to customary closing conditions.
Investor Verification Checklist
- Verify the final closing of the transaction on or around January 26, 2021.
- Review the full text of the Subscription Agreements (Exhibit 10.1) for specific covenants and termination provisions.
- Monitor subsequent filings for updates on the acquisition of Razor Genomics, Inc.
- Check the company's Form 10-K and 10-Q for detailed risk factors and historical financial performance not included in this 8-K.